Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by the Registrant þ

Filed by a Party other than the Registrant o

Check the appropriate box:

þ Preliminary proxy statement

o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

NEXTEL PARTNERS, INC.

(Name of Registrant as Specified in Its Charter)

N/ A

(Name of Person(s) Filing Proxy Statement, if Other Than Registrant)

Payment of Filing Fee (Check the appropriate box):

o No fee required.

þ Fee computed below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

Class A common stock, par value $0.01 per share, of Nextel Partners, Inc.
(Nextel Partners Class A common stock)

(2)

Aggregate number of securities to which transaction applies:

184,623,140 shares of Nextel Partners Class A common stock
outstanding as of June 20, 2005, 19,711,270 options to purchase
shares of Nextel Partners Class A common stock as of June 20,
2005, and 317,500 shares of restricted stock units as of May 31,
2005.

(3)

Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (Set forth the amount on
which the filing fee is calculated and state how it was
determined):

The price to be paid is not determined at this time. As a
result, in the case of outstanding shares and restricted stock
units, the fee calculation is based on $25.54 per share of Nextel
Partners Class A common stock (based upon the average of the high
and low prices of Nextel Partners Class A common stock on June
20, 2005 ($25.79 and $25.29, respectively)), and in the case of
options, $25.54 minus the weighted average exercise price of $11.70
for 19,711,270 outstanding options.

o Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.

NOTE TO READER: THE SPECIAL MEETING WILL NOT BE CALLED AND THIS DOCUMENT WILL NOT BE MAILED TO
STOCKHOLDERS UNLESS AND UNTIL THE SPRINT  NEXTEL COMMUNICATIONS MERGER IS COMPLETED. AS A RESULT,
THIS DOCUMENT IS WRITTEN AS IF THAT MERGER IS COMPLETE. AS OF THE DATE OF THIS FILING, THAT MERGER
HAS NOT OCCURRED. THE SPECIAL MEETING ALSO WILL NOT BE CALLED UNLESS THE REQUISITE NUMBER OF CLASS
A STOCKHOLDERS REQUEST A SPECIAL MEETING.

4500 Carillon Point
Kirkland, Washington 98033
425-576-3600

[l], 2005

To Our Class A Common Stockholders:

I cordially invite you to attend a special meeting of holders of Class A common stock to be
held at [l], [l] on [l], 2005 at [l] a.m., local time. We enclose a notice of the special meeting,
a proxy statement containing information about the matters to be acted upon at the special meeting
and a proxy card.

At the meeting, we will ask our holders of Class A common stock to vote on whether to exercise
the put right provided by our certificate of incorporation. The ability to exercise this put
right was triggered by the recently completed merger of Nextel Communications, Inc. and Sprint
Corporation. If our holders of Class A common stock exercise the put right, Nextel WIP Corp., a
wholly owned subsidiary of Nextel Communications, would be required to purchase all outstanding
shares of our Class A common stock at a fair market value price that includes a control premium,
determined under an appraisal proceeding that is described in the enclosed proxy materials.
Holders of Class A common stock also have the right to adjourn the special meeting until a date no
later than [l], in which case holders of Class A common stock would vote at that later date on
whether to exercise the put right.

The holders of a majority of the Class A common stock represented in person or by proxy at the
special meeting must vote in favor in order for the holders of Class A common stock to exercise the
put right or to adjourn the special meeting.

A special committee comprised of directors of Nextel Partners unaffiliated with Nextel
Communications unanimously recommends that you vote in FAVOR of exercising the put right at this
time. In the event that the requisite majority of Class A common stock does not vote to exercise
the put right at this time, the special committee recommends that you vote in FAVOR of adjourning
the special meeting. These recommendations are based on the special committees current beliefs
and expectations about future events that are subject to a number of risks, many of which are
beyond our control. For this reason, we urge you to read the enclosed proxy materials, including
the section entitled Risk Factors Relating to the Put Transaction that starts on page 15, before
deciding on your vote.

We urge you to attend the special meeting to vote on this important matter. In any event,
whether or not you are able to attend in person, it is important that your shares be represented at
the special meeting. To ensure your participation, regardless of whether you plan to attend,
please complete, sign, date and return the enclosed proxy card promptly or otherwise vote by using
the toll-free number or visiting the website listed on the proxy card.

We look forward to seeing you on [l].

Sincerely,

John Chapple

President, Chief Executive Officer and

Chairman of the Board of Directors

This proxy statement is dated [l], 2005, and we are mailing it to stockholders beginning on or
about [l], 2005.

NEXTEL PARTNERS, INC.
NOTICE OF SPECIAL MEETING OF HOLDERS OF CLASS A COMMON STOCK
To be Held on [l], 2005, [l] a.m. Local Time

TO THE HOLDERS OF CLASS A COMMON STOCK:

We hereby give you notice that a Special Meeting of holders of Class A Common Stock of Nextel
Partners, Inc., a Delaware corporation, will be held on [l], 2005 at [l] a.m., local time, at [l]
for the following purposes:

1.

To vote on whether to exercise the Put Right, as defined in our Restated
Certificate of Incorporation.

2.

In the event that the requisite majority of Class A common stock does not vote to
exercise the Put Right at this time, to vote on whether to adjourn the special meeting
until a date no later than [l], in which case holders of Class A common stock would vote
at that later date on whether to exercise the Put Right.

3.

To transact such other business as may properly come before the special meeting
or any adjournment or adjournments thereof.

We describe the foregoing items of business more fully in the proxy statement accompanying
this notice.

Our board of directors has fixed the close of business on [l], 2005 as the record date.
Accordingly, only holders of record of Class A common stock at the close of business on [l], 2005
are entitled to notice of and to vote at the meeting and any adjournment thereof.

We cordially invite all holders of Class A common stock to attend the meeting in person.
However, to ensure your representation at the meeting, we urge you to submit your proxy. You may
do so by mail, over the Internet or by telephone, by following the instructions on the proxy card.
Any holder of Class A common stock attending the meeting may vote in person even if the stockholder
has previously submitted a proxy.

The following questions and answers address briefly some of the questions that you may have
regarding the proposals on which you will be voting. These questions and answers may not address
all questions that may be important to you as a holder of Class A common stock. Please refer to
the more detailed information contained elsewhere in this proxy statement, the appendices to this
proxy statement and the other documents to which we refer in this proxy statement.

Q:

What matters will I be voting on at the special meeting?

A:

You will be voting on two proposals:



Proposal One is whether to exercise the put right (which we refer to as the Put
Right) provided by our restated certificate of incorporation (which we refer to as our
Certificate). If Proposal One passes, Nextel WIP, a wholly owned subsidiary of Nextel
Communications, will be required to purchase all of our outstanding shares of Class A
common stock at fair market value determined in accordance with our Certificate;



If Proposal One fails to pass, Proposal Two is whether to adjourn the special
meeting until a date no later than [l], in which case the Class A stockholders would vote
at that later date on whether to exercise the Put Right. If Proposal One is approved, we
will not consider the vote on Proposal Two.

If you vote in favor of both Proposal One and Proposal Two, you will be voting to
exercise the Put Right. It is important to vote on both Proposals because, if holders of
Class A common stock do not exercise the Put Right at the special meeting, stockholders
will lose the Put Right if they do not approve the adjournment of the meeting.

If you also vote in favor of Proposal Two, you are voting to adjourn the special meeting,
in the event Proposal One is not approved, until a date not later than [l] at which time
you will again have the opportunity to vote on whether to exercise the Put Right.

In order to avoid the expiration of the Put Right, the special committee recommends that
you vote in favor of Proposal Two regardless of whether you vote in favor of or against
Proposal One.

Q:

What does the Special Committee Recommend?

A:

The special committee of the board of directors unanimously recommends that you vote in
FAVOR of both Proposal One and Proposal Two. See Proposal One Exercise of the Put
Right  Recommendation of the Special Committee of Our Board of Directors.

Q:

When and where will you hold the special meeting?

A:

We will hold the special meeting on [l], 2005, at [l], at [l] a.m., local time.

If the Put Right is exercised, what will I receive for my Class A common stock?

A:

If the Put Right is exercised, holders of Class A common stock will receive an amount
equal to the fair market value price determined under the appraisal proceeding described
in this proxy statement. The calculation of fair market value will include a control
premium.

Our Certificate permits this price to be paid in cash or in listed Nextel Communications
shares, at Nextel WIPs option. However, because Nextel Communications has become a
subsidiary of Sprint, Nextel Communications no longer has listed shares of common
stock. Nextel Communications has stated that it believes it is allowed to use shares of
common stock after the Sprint-Nextel Communications merger to satisfy the Put Right
obligation.

If Nextel Communications were to assert and prevail in the view that it could use shares
of Sprint common stock after the merger, we believe that the use of shares of Sprint
common stock for that purpose could result in adverse tax consequences to Sprint if
Sprint were to pursue its contemplated spin-off of its local telecommunications business
and if the issuance of Sprint common stock to satisfy the Put Right obligation, together
with the Sprint shares issued in the Sprint-Nextel Communications merger, represented
more than 50 percent by vote or value of the shares of Sprint.

It is also possible that Nextel Communications would seek to list shares of Nextel
Communications and seek to use those shares to satisfy its Put Right obligation, although
in that event Nextel Communications would no longer be wholly owned by Sprint. For
information regarding Nextel Communications and Sprint, we refer you to the risk factors
and other information set forth in the documents that those companies have filed with the
SEC. We disclaim any responsibility with respect to the accuracy of any of those
filings.

In any event, if Nextel WIP uses shares of common stock of either Sprint or Nextel
Communications to satisfy its Put Right obligation, these shares will be valued based on
the average closing price of such shares for the ten trading days immediately preceding
the date of delivery to holders of Class A common stock.

Because the appraisal process will not take place until after the special meeting, at the
time stockholders vote on the proposals they will not know the price to be paid on the
settlement of the Put Right.

Q:

If the Put Right is exercised, what will I receive for my stock options and other equity
awards?

A:

Upon completion of a cash purchase by Nextel WIP of all of our outstanding Class A common
stock pursuant to the Put Right, each stock option will be converted into the right to
receive upon such completion an amount in cash per share of Class A common stock subject
to the option equal to the excess, if any, of the price determined as fair market value
over the per share exercise price of the option. In addition, upon completion of a cash
purchase of the shares of Class A common stock pursuant to the exercise of the Put Right,
each share of restricted Class A common stock will be converted into the right to receive
upon completion of the purchase an amount in cash equal to the purchase price per share
of Class A common stock. If common stock is used to satisfy the Put, each stock option
will be converted into an option upon such completion to purchase shares of such common
stock and each restricted share of Class A common stock will be converted into a number
of shares of such common stock.

If the Put Right is exercised, when would the purchase of my Class A common stock be
completed?

A:

If holders of Class A common stock exercise the Put Right, Nextel WIP is not required to
purchase shares of Class A common stock until the later to occur of:



five business days after the necessary regulatory approvals have been received,
and



the determination of fair market value.
Our Certificate provides that if Nextel WIP fails to pay for the shares within 60 days of
the date such payment is due, Nextel WIP will be required to pay interest on the purchase
price at a rate of 10% per annum from the date such payment is due.
Unless Nextel WIP has previously delivered shares, it must deliver cash within 180 days
of the date payment is due.

Q:

Will I have appraisal rights if I dissent from the exercise of the Put Right?

A:

No. Under Delaware law, holders of Class A common stock are not entitled to appraisal
rights in connection with the exercise of the Put Right.

Q:

Will I be taxed on the consideration that I receive from the exercise of the Put Right?

A:

In general, the sale of your Class A common stock to Nextel WIP for cash will be a
taxable transaction to you. The sale of Class A common stock to Sprint or Nextel
Communications for shares may be taxable or may, in the case of the use of shares of
Nextel Communications stock, be tax free depending upon the structure.

Q:

Who may vote at the special meeting?

A:

Only holders of Class A common stock of record at the close of business on [l], 2005 may
vote at the special meeting.

Q:

What is the required vote to approve each of the proposals?

A:

The affirmative vote of the holders of a majority of the Class A common stock represented
in person or by proxy at the special meeting is required to approve each of Proposal One
and Proposal Two.

If Proposal One is approved, the Put Right will be exercised, and we will not consider
the vote on Proposal Two (that is, no adjournment of the special meeting will take
place). We will consider the vote on Proposal Two only if holders of Class A common
stock do not approve Proposal One.

Q:

What happens if Proposal One is not approved?

A:

If Proposal One is not approved, we will consider the vote on Proposal Two (i.e., on
whether to adjourn the special meeting until a date no later than [l]) and, if Proposal
Two is approved, we will reconvene the special meeting at a later date to take another
vote on whether to exercise the Put Right at that time.

If you vote in favor of Proposal Two, you will also be granting a proxy to fix the date
of adjournment of the special meeting (which will in no event be later than [l]).

Q:

How should I vote if I do not want the Put Right to be extinguished?

A:

If neither proposal is approved, then the Put Right resulting from the Sprint-Nextel
Communications merger will expire, and holders of Class A common stock will no longer
have the right under our Certificate to cause Nextel WIP to purchase the Class A common
stock as a result of that merger.

In order to avoid the expiration of the Put Right, the special committee recommends that
you vote in favor of Proposal Two regardless of whether you vote in favor of or against
Proposal One.

Q:

What do I need to do now?

A:

After carefully reviewing this proxy statement and the attached appendices, you should
indicate on your proxy card(s) how you want to vote on Proposal One and Proposal Two.
Then sign, date and mail your proxy card(s) in the enclosed postage prepaid return
envelope as soon as possible, so that your shares are represented at the special meeting.

If you sign, date and send in your proxy card, but do not indicate how you want to vote
on Proposal One and/or Proposal Two, your proxy card will be voted FOR each of the
proposal(s) for which you did not indicate a vote.

Yes. If you are a holder of record, there are three ways you can change your proxy
instructions after you have submitted your proxy card:



you may send a written notice to the person to whom you submitted your earlier
proxy indicating that you are revoking your earlier proxy;



you may complete and submit a new proxy card (the latest dated and signed proxy
actually received by Nextel Partners before the special meeting will be counted, and any
earlier proxies will be considered revoked); or



you may attend the special meeting and vote in person; however, simply attending
the meeting without voting will not revoke your prior proxy.

If your shares are held for you by a bank, broker or other nominee holder and you have
instructed your bank, broker or other nominee how to vote your shares, you must follow
the directions you receive from your broker or nominee in order to change or revoke your
earlier vote.

Q:

Should I send in my stock certificates now?

A:

No. If holders of Class A common stock vote to exercise the Put Right, the paying agent
will send you written instructions for returning your Nextel Partners stock certificates
and/or receiving the purchase price per share of Class A common stock at the appropriate
time.

Q:

Where can I find more information?

A:

In addition to the information we provide in this proxy statement, you may obtain more
information from various sources, as described under Where You Can Find More
Information beginning on page 52.

Q:

Who can help answer my questions?

A:

If you have questions about the special meeting or the proposals after reading this proxy
statement, you should contact our Investor Relations Department at [l], or [l], our proxy
solicitor, at [l].

The following summary highlights selected information from this proxy statement and may not
contain all of the information that is important to you. In addition to this summary, we urge you
to read carefully this entire document, including its appendices, and the other documents to which
this document refers you. See Where You Can Find More Information beginning on page 52. As used
in this proxy statement, Nextel Partners, we, us and our refer to Nextel Partners, Inc. We
have taken all information in this proxy statement relating to Nextel Communications, Inc. (Nextel
Communications), Nextel WIP Corp., a wholly owned subsidiary of Nextel Communications (Nextel
WIP), Sprint Corporation (Sprint) or the Sprint-Nextel Communications merger transaction from
filings those companies have made with the Securities and Exchange Commission (the SEC).

The Companies

Nextel Partners, Inc.

We provide fully integrated, wireless digital communications services using the Nextel® brand
name in mid-sized and rural areas throughout the United States. We offer four distinct wireless
services in a single wireless handset. These services include International and Nationwide Direct
ConnectSM, digital cellular voice, short messaging and cellular Internet access, which
provides users with wireless access to the Internet and an organizations internal databases as
well as other applications, including e-mail. We hold licenses for wireless frequencies in markets
where approximately 54 million people live and work. We have constructed and operate a digital
mobile network compatible with the digital mobile network constructed and operated by Nextel
Communications (the Nextel Digital Wireless Network) in targeted portions of these areas,
including 13 of the top 100 metropolitan statistical areas and 56 of the top 200 metropolitan
statistical areas in the United States ranked by population. Our combined Nextel Digital Wireless
Network constitutes one of the largest fully integrated digital wireless communications systems in
the United States, currently covering 297 of the top 300 metropolitan statistical areas in the
United States. As of March 31, 2005, our portion of the Nextel Digital Wireless Network covered
approximately 41 million people and we had approximately 1,701,800 digital handsets in service in
our markets.

Our relationship with Nextel Communications was created to accelerate the build-out and expand
the reach of the Nextel Digital Wireless Network. In January 1999, we entered into a joint venture
agreement with Nextel WIP, pursuant to which Nextel Communications, through Nextel WIP, contributed
to us cash and licenses for wireless frequencies and granted us the exclusive right to use the
Nextel brand name in exchange for ownership in us and our commitment to build out our compatible
digital wireless network in selected areas and corridors, in most cases adjacent to operating
Nextel Communications markets. As of March 31, 2005, Nextel WIP owned approximately 32% of our
outstanding common stock and was our largest stockholder. By the end of 2002, we had successfully
built all of the areas we were initially required to build under our 1999 agreement with Nextel
Communications. Since 1999 we have exercised options to expand our network into additional areas.
By June 2003, we had completed the construction of all of these additional markets. Through our
affiliation with Nextel Communications, our customers have seamless nationwide coverage on the
entire Nextel Digital Wireless Network.

We were incorporated in the State of Delaware in July 1998. Our principal executive offices
are located at 4500 Carillon Point, Kirkland, Washington 98033. Our telephone number is (425)
576-3600, and we maintain a website at www.nextelpartners.com.

Nextel Communications is a leading provider of wireless communications services in the United
States. Nextel Communications provides a comprehensive suite of advanced wireless services,
including digital wireless mobile telephone service, walkie-talkie features, including Nextel
Nationwide Direct Connect and Nextel International Direct Connect, and wireless data transmission
services. At March 31, 2005, Nextel Communications provided service to about 17.0 million
subscribers, which consisted of 15.5 million subscribers of Nextel-branded service and 1.5 million
subscribers of Boost Mobilebranded pre-paid service. Nextel Communications all-digital packet
data network is based on integrated Digital Enhanced Network, or iDEN®, wireless technology
developed with Motorola, Inc. Nextel Communications, together with Nextel Partners, currently uses
the iDEN technology to serve 297 of the 300 largest United States metropolitan areas where about
262 million people live or work. For the year ended December 31, 2004, Nextel Communications had
revenues of approximately $13.4 billion and net income of $3 billion. For the three months ended
March 31, 2005, Nextel Communications had revenues of approximately $3.6 billion and net income of
approximately $595 million.

Nextel Communications was incorporated in the State of Delaware. Its principal executive
offices are 2001 Edmund Halley Drive, Reston, Virginia 20191. Its telephone number is (703)
433-4000, and it maintains a website at www.nextel.com.

Nextel WIP Corp.

Nextel WIP is a wholly owned subsidiary of Nextel Communications. It is the direct owner of
Nextel Communications approximately 32% equity interest in Nextel Partners and is the entity that
will be obligated to purchase our outstanding Class A common stock if the holders of Class A common
stock exercise the Put Right. However, pursuant to the terms of a preexisting agreement, Nextel
Communications has agreed that if Nextel WIP is required to acquire the Class A common stock,
Nextel Communications will, or will cause Nextel WIP to, perform that obligation. See Certain
Relationships and Related Transactions  Nextel Communications Operating Agreements  Agreement
Specifying Obligations and Limiting Liability of, and Recourse to, Nextel Communications.

Nextel WIP was incorporated in the State of Delaware. Its principal executive offices are [l]
and its telephone number is [l].

Proposal One: Exercise of the Put Right

The Put Right

Pursuant to our Certificate, upon the occurrence of certain specified triggering events,
including a sale of Nextel Communications, holders of Class A common stock have a Put Right which
requires Nextel WIP to purchase all (but not less than all) of the shares of Class A common stock
outstanding at fair market value, which, as defined in our Certificate, includes a control premium.
A sale of Nextel Communications is defined generally to include a change of control of that
company.

The completion of the merger of Nextel Communications with a subsidiary of Sprint on ___,
2005, constitutes a sale of Nextel Communications within the meaning set forth in our governing
documents. Accordingly, pursuant to our Certificate, holders of Class A common stock have a right
to vote on whether to exercise the Put Right.

Morgan Stanley & Co. Incorporated, which is referred to in this document as Morgan Stanley,
has acted as financial advisor to our special committee, including in connection with our special
committees consideration of whether or not to recommend that the holders of Class A common stock
vote to exercise the Put Right at the special meeting. The factors and analyses presented by
Morgan Stanley and described below do not constitute a recommendation to any shareholder as to how
they should vote or act on any matter relating to the exercise of the Put Right.

Interests of Nextel Partners Executive Officers and Directors

When the special committee of our board of directors, comprised of our directors who are
unaffiliated with Nextel Communications, considered whether to recommend that holders of Class A
common stock exercise the Put Right, the special committee was aware that certain of our officers
and directors have interests and arrangements that may be different from, or in addition to, your
interests as a holder of Class A common stock. See Proposal One  Exercise of the Put Right 
Certain Interests of our Officers and Directors beginning on page 40.

Material United States Federal Income Tax Consequences

The sale of your Class A common stock pursuant to the exercise of the Put Right will be a
taxable transaction to you. For United States federal income tax purposes, you will generally
recognize gain or loss from the sale in an amount determined by the difference between the cash you
receive and your tax basis in your Class A common stock. The sale of Class A common stock to
Sprint or Nextel Communications for shares may be taxable or may, in the case of the use of shares
of Nextel Communications stock, be tax free depending upon the structure. You should consult your
own tax advisor in order to understand fully how the exercise of the Put Right will affect you and
to understand the tax treatment of any employee stock awards.

Regulatory Matters

If holders of Class A Common Stock exercise the Put Right, Nextel WIP is not required to close
until the later of five business days after the receipt of the necessary regulatory approvals and
the determination of fair market value.

As a precondition to the purchase by Nextel Communications of the outstanding Class A common
stock, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act),
requires that we and Sprint, as the parent of Nextel Communications, observe the HSR Acts
notification and waiting period. The HSR Act provides for an initial 30-calendar day waiting
period following the necessary filings by the parties to the transaction, unless terminated earlier
by the Department of Justice and the Federal Trade Commission (FTC). If during this initial
waiting period either the Department of Justice or the FTC makes a request for additional
information and documentary materials, the mandatory waiting period will not expire until 30 days
after the parties certify substantial compliance with such request.

The FTC, the Department of Justice, the Federal Communications Commission (the FCC) or
others could take action under the antitrust laws or other regulations with respect to the
purchase, including seeking to enjoin the completion of the purchase or seeking the divestiture by
Sprint or Nextel Communications of all or part of our shares or assets, or of other business
conducted by Sprint or Nextel

Communications or us or our respective affiliates, or seeking to
subject Sprint or Nextel Communications or us, or our respective affiliates, to operating
conditions before or after the stock purchase is completed. We cannot assure you that an antitrust
or other regulatory challenge to the purchase of shares of Class A common stock will not be made
and, if such a challenge is made, we cannot predict the result.

We and Sprint must also obtain approvals from the FCC. Specifically, we and Sprint will be
required to file applications with the FCC seeking approval of the transfer of control to Sprint of
the FCC licenses and authorizations held by us. In addition, we must make or obtain certain
reports, filings, registrations, consents, approvals, permits, authorizations and notices with or
to state or possibly foreign governmental entities regulating competition and telecommunications
activity.

Our Certificate requires us and any holder of Class A common stock the purchase of whose
shares is subject to prior regulatory approval to use their reasonable best efforts to obtain those
approvals. We cannot, however, assure you that an antitrust or other regulatory challenge to the
exercise of the Put Right will not be made. If such a challenge is made, we cannot predict the
result. We will endeavor to obtain as promptly as reasonably practicable all consents and waivers
of any governmental entity or any other person required in connection with the exercise of the Put
Right.

Proposal Two: Adjournment of the Special Meeting

Holders of Class A common stock are also being asked to vote on whether, if Proposal One is
not approved, to adjourn the special meeting until a date no later than [l], as permitted by the
Certificate. If Proposal One is approved by holders of Class A common stock, we will not consider
the vote on Proposal Two and there will be no adjournment of the special meeting. We will consider
the vote on adjournment of the special meeting only if Proposal One is not approved.

If you vote in favor of Proposal Two, you will also be granting a proxy to permit the named
proxies to set the date for the adjourned meeting (which will in no event be later than [l]).

Required Vote

Approval of each of Proposal One and Proposal Two requires the affirmative vote of the holders
of a majority of the Class A common stock represented in person or by proxy at the special meeting.

Recommendation of the Special Committee

A special committee comprised of our directors who are unaffiliated with Nextel Communications
unanimously recommends that you vote in FAVOR of exercising the Put Right at this time. The
special committee also recommends that you vote in FAVOR of adjournment of the special meeting so
that, in the event the requisite majority of Class A common stock does not vote to exercise the Put
Right at this time, stockholders will be able to consider exercising the Put Right at a later date.

These recommendations are based on the special committees current beliefs and expectations
about future events that are subject to a number of risks, many of which are beyond our control.
For this
reason, we urge you to read the entire proxy statement, including the section entitled Risk
Factors Relating to the Put Transaction that starts on page 15, before deciding on your vote.

The following selected consolidated financial data should be read together with the
consolidated financial statements and related notes and Management Discussion and Analysis of the
Financial Condition and Results of Operations incorporated by reference. The selected
consolidated statements of operations data shown below for the years ended December 31, 2004, 2003,
2002, 2001 and 2000 and the balance sheet data as of December 31, 2004, 2003, 2002, 2001 and 2000
are derived from our audited consolidated financial statements that are incorporated by reference.
The financial data for the three months ended March 31, 2005 and 2004 have been derived from our
unaudited consolidated financial statements. The unaudited consolidated financial statements
reflect, in our opinion of management, all adjustments necessary for the fair presentation of the
financial condition and the results of operations for such periods. Operating results for the
three months ended March 31, 2005 are not necessarily indicative of the results that may be
expected for the entire year ending December 31, 2005.

Effective July 1, 2003, we adopted Emerging Issues Task Force (EITF), Issue No. 00-21,
Accounting for Revenue Arrangements with Multiple Deliverables, and elected to apply the
provisions prospectively to our existing customer arrangements. See Managements Discussion
and Analysis of Financial Condition and Results of Operations Critical Accounting Policies
in our Annual Report on Form 10-K for the year ended December 31, 2004 incorporated by
reference for a more detailed description of the impact of our adoption of this policy.

(2)

Effective January 2002, we no longer amortize the cost of FCC licenses as a result of
implementing Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other
Intangible Assets. See Managements Discussion and Analysis of Financial Condition and
Results of Operations-Critical Accounting Policies and Note 1 of the Notes to Consolidated
Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2004
incorporated by reference under the caption FCC Licenses for a more detailed description of
the impact and adoption of SFAS No. 142.

(3)

In May 2003, the Financial Accounting Standards Board issued SFAS No. 150, Accounting for
Certain Financial Instruments with Characteristics of both Liabilities and Equity. This
statement establishes standards for how an issuer classifies and measures in its statement of
financial position certain financial instruments with characteristics of both liabilities and
equity. It requires that an issuer classify a financial instrument that is within the scope of
the statement as a liability (or an asset in some circumstances) because that financial
instrument embodies an obligation of the issuer. This statement was effective for all
freestanding financial instruments entered into or modified after
May 31, 2003; otherwise it was effective at the beginning of the first interim period beginning
after

June 15, 2003. We identified that our Series B mandatorily redeemable preferred stock was
within the scope of this statement and reclassified it to long-term debt and began recording the
Series B mandatorily redeemable preferred stock dividends as interest expense beginning July 1,
2003. We redeemed all of our outstanding Series B mandatorily redeemable preferred stock on
November 21, 2003 and currently have no other preferred stock outstanding.

(4)

Earnings (loss) represent earnings (loss) before deferred income tax provisions and
cumulative effect of change in accounting principle and fixed charges (excluding capitalized
interest). Fixed charges consist of interest (including capitalized interest), amortization
of deferred financing costs and the estimated portion of rental expense that is representative
of the interest factor. For the years ended December 31, 2003, 2002, 2001 and 2000, earnings
were insufficient to cover charges by $203,390, $271,683, $301,768, $282,441, respectively.
The difference between the deficiencies disclosed above and the net loss before deferred
income tax provision and cumulative effect of change in accounting principle for the years
ended December 31, 2003, 2002, 2001, and 2000 represents interest capitalized by us.

The table below sets forth, for the calendar quarters indicated, the high and low intraday
sales prices per share, rounded to the nearest cent, as reported on the Nasdaq National Market
System for our Class A common stock. Our Class A common stock is listed on the Nasdaq National
Market under the symbol NXTP.

Nextel Partners

Class A Common Stock

High

Low

2005

Second Quarter (through June 20, 2005)

$

26.11

$

21.76

First Quarter

21.99

19.08

2004

Fourth Quarter

20.32

15.82

Third Quarter

17.50

13.70

Second Quarter

16.80

12.47

First Quarter

15.20

11.65

2003

Fourth Quarter

13.50

7.86

Third Quarter

9.85

7.07

Second Quarter

8.00

4.49

First Quarter

7.61

3.90

On ___, 2005, the day the Sprint and Nextel Communications merger closed, the closing
price of our Class A common stock was $___ per share. On ___, 2005, the last day prior to
the printing of this proxy statement, the closing price of our
Class A common stock was $___ per
share.

We have never paid cash dividends on any of our capital stock, including our Class A common
stock. We currently intend to retain any future earnings to fund the development and growth of our
business. Therefore, we do not currently anticipate paying any cash dividends on our Class A
common stock in the foreseeable future. In addition, our credit facility prohibits us from paying
dividends without our lenders consent. Furthermore, the indentures pursuant to which our senior
notes and senior discount notes were issued each prohibits us from declaring a cash dividend
unless, after giving effect to such dividend, we would not be in default under those indentures, we
remained in compliance with certain financial ratios and the amount of the dividend did not exceed
the limits set forth in the indentures.

On May 23, 2005, our wholly owned subsidiary, Nextel Partners Operating Corp., refinanced its
existing $700 million tranche C term loan with a new $550 million tranche D term loan. The
borrowings under the new term loan along with company funds were used to repay the existing tranche
C term loan. The new term loan will bear interest at LIBOR plus 1.50% compared with an interest
rate of LIBOR plus 2.50% under the existing tranche C term loan. Based on the lower interest rate
and reduction in the amount of the facility, we expect to realize annualized interest expense
savings of approximately $14 million. The tranche D term loan has a maturity date of May 31, 2012.

In determining whether to vote to exercise the Put Right, holders of Class A common stock
should consider the risk factors that we describe in this section. We describe risks relating to
the business of our company generally in the documents that we have filed with the SEC that are
incorporated by reference into this proxy statement. See Where You Can Find More Information
starting on page 52.

The risks described below and in the documents incorporated by reference into this proxy
statement could have a material adverse effect on our business, financial condition, results of
operations or cash flows, and these effects could adversely affect the value of your investment in
our Class A common stock. The risks described below should be considered along with the other
information included or incorporated by reference into this proxy statement.

For information regarding risks factors related to Nextel Communications and Sprint, we refer
you to the risk factors and other information set forth in the documents that those companies have
filed with the SEC. We disclaim any responsibility with respect to the accuracy of any of those
filings.

We do not know the price per share you will receive if holders of Class A common stock vote to
exercise the Put Right. This price will not be determined until after stockholders vote to
exercise the Put Right.

The decision whether to vote to approve the exercise of the Put Right differs from the typical
acquisition transaction because we do not know the price at which you will be required to sell your
shares if the Put Right is exercised. As described under Proposal One  Exercise of the Put
Right, the Put Right involves an appraisal process to determine the fair market value of the
shares of Class A common stock. Our Certificate defines fair market value as the price that
would be paid for all of our capital stock by a willing buyer to a willing seller, in an
arms-length transaction, as if we were a publicly traded and non-controlled corporation and the
buyer were acquiring all of such capital stock, and assuming that we were being sold in a manner
designed to attract all possible participants to the sales process and to maximize stockholder
value. The definition further requires the inclusion of a control premium and the exclusion of any
minority or illiquidity discount. However, as described in Proposal One  Exercise of the Put
Right, the definition sets forth various other factors for the appraisers to consider, and it is
not possible to predict how the appraisers will interpret these provisions, what their positive or
negative impact on valuation will be or what weight the appraisers will give to various factors.
The appraised fair market value of the shares of Class A common stock could be higher or lower than
the current market price of the shares of Class A common stock.

We describe the report of our financial advisor under Proposal One  Exercise of the Put
Right  Analysis of Financial Advisor. We cannot assure you that, if the Put Right is exercised,
the amount the appraisers may ultimately determine for fair market value will be consistent with
the precedent transactions set forth in such report or with any of the analyses described in such
report. In addition, holders of our shares of Class A common stock should be aware that, as
described under Proposal One  Exercise of the Put Right  The Put Right; Appraisal Process, the
determination of fair market value in many instances involves the average of values set forth by
two appraisers. This averaging requirement could increase or decrease the fair market value that
would result from a single appraiser.

The date as of which the fair market value will be determined pursuant to the Put Right process is
not certain.

Our Certificate does not state the date as of which the fair market value will be determined
pursuant to the appraisal process if the Put Right is exercised. We cannot provide assurance that
the appraisers will not pick a date for this determination that would result in a less favorable
determination of fair market value than another potential date.

Assuming the date as of which the fair market value of Nextel Partners is determined is the
date of exercise of the Put Right, then a delay in exercising the Put Right would also delay the
date as of which fair market value is determined. While the special committee of our board of
directors believes that such a delay would not be in the best interests of Nextel Partners or its
shareholders, we cannot assure you that such a delay would not result in a higher valuation than
the valuation that will result from the appraisal process if the Put Right is exercised now.

The decision to exercise the Put Right is not revocable and will bind all holders of Class A common
stock.

If holders of Class A common stock approve the exercise of the Put Right, all holders of Class
A common stock will be required to sell their shares to Nextel WIP at the price determined in the
appraisal process. As a result, even if the appraisal process were to result in a price that you
do not believe reflects the value of your shares, you would still be required to sell your shares
at that price. Also, once the Put Right is exercised, it is irrevocable. Even if market or
business conditions were to change and it were to become less desirable for you to exercise the Put
Right, you will be required to sell your shares in accordance with the Put Right process.

The timing of the closing for the sale of Class A common stock pursuant to exercise of the Put
Right is uncertain.

Under our Certificate, Nextel WIP is not required to purchase shares of Class A common stock
pursuant to the exercise of the Put Right until the later of five business days after the necessary
regulatory approvals have been received or the determination of the fair market value. The
purchase of shares of Class A common stock requires the expiration or termination of the applicable
waiting period under the HSR Act and the receipt of consents, orders, approvals or clearances, as
required, from the FCC and state public utility or service commissions, among others. A
substantial delay in obtaining any required approvals could result in a delay in the closing of the
Put Right transaction. Delays in the determination of fair market value could also result in a
later closing.

The FTC, the DOJ, the FCC or others could take action under the antitrust laws or other
regulations with respect to the purchase, including seeking to enjoin the completion of the
purchase or seeking the divestiture by Sprint or Nextel Communications of all or part of our shares
or assets, or of other business conducted by Sprint or Nextel Communications or us or our
respective affiliates, or seeking to subject Sprint or Nextel Communications or us, or our
respective affiliates, to operating conditions before or after the stock purchase is completed. We
cannot assure you that an antitrust or other regulatory challenge to the purchase of shares of
Class A common stock will not be made and, if such a challenge is made, we cannot predict the
result.

Our Certificate provides that if Nextel WIP fails to pay for the shares within 60 days of the
date such payment is due, Nextel WIP will be required to pay interest on the purchase price at a
rate of 10% per annum from the date such payment is due. Unless Nextel WIP has previously
delivered

shares, it must deliver cash within 180 days of the date payment is due. However,
stockholders could be required to wait a substantial period of time to receive payment for their
shares of Class A common stock.

The challenge process creates a disincentive for holders of Class A common stock to challenge the
determination of fair market value that does not exist for Nextel WIP.

Our Certificate provides that within 20 days after final determination of fair market value
pursuant to the appraisal process, Nextel WIP or any holder of Class A common stock may challenge
the determination. Any holder of Class A common stock that does not give notice and join the
challengers will be paid such stockholders appropriate share of fair market value. The party
bringing the challenge will be required to demonstrate that the fair market value determined under
the appraisal process was grossly incorrect or fraudulently obtained, and what the correct fair
market value should be. Our Certificate contains procedures governing the tribunal that will
resolve any challenge and determine fair market value.

In the event of a challenge by a holder of Class A common stock, any revised price set by the
tribunal cannot be more than the challenge ceiling price as defined in our Certificate, which is
generally defined as a price that would produce a 30% compound annual internal rate of return on
invested capital calculated from the date of contribution of such capital. In the event of a
challenge by Nextel WIP, any revised price set by the tribunal cannot be less than the challenge
floor price as defined in our Certificate, which is generally defined as a price that would
produce a 10% compound annual internal rate of return on invested capital calculated from the date
of contribution of such capital. See Proposal One  Exercise of the Put Right  The Put Right 
Challenge Process for information with respect to the calculation of the challenge ceiling price
and the challenge floor price.

On June [l], 2005, the closing price of a share of our Class A common stock was $[l] per
share, a value significantly above the range we estimate for the challenge ceiling price. As a
result, based on current market prices, it is unlikely that a holder of Class A common stock will
have an incentive to challenge the appraisal process given that the tribunal, in the event of such
a challenge, would not be able to set a price in excess of the challenge ceiling price.
Alternatively, if Nextel WIP were to challenge the appraised price, the tribunal could not set a
price at less than the challenge floor price, which as of June ___, 2005 was significantly below the
market price of the Class A common stock. Thus, if it believes that it can demonstrate that the
fair market value determined under the appraisal process was grossly incorrect or fraudulently
obtained, Nextel WIP could have an incentive to challenge the appraisal process. A challenge of
this type could also result in delay of payment of the Put Right consideration.

Sprint-Nextel Communications may be required to raise a substantial amount of financing if the Put
Right is exercised.

Based on the closing stock price on ___, ___, 2005, the aggregate market value of the shares
of Class A common stock was approximately $[l] billion. Pursuant to the terms of a preexisting
agreement, Nextel Communications has agreed that if Nextel WIP is required to acquire the Class A
common stock, Nextel Communications will, or will cause Nextel WIP to, perform that obligation.
Although the appraised fair market value of the shares of Class A common stock could be higher or
lower than that amount, if Nextel Communications does not elect, or is not able, to use shares of
common stock to satisfy its Put obligation, Nextel WIP or Nextel Communications may be required to
raise a substantial amount of indebtedness to finance the acquisition of these shares. As of

the date of this proxy statement, Nextel Communications unsecured long term senior
indebtedness was rated by Standard &
Poors and by Moodys.

The obligation to purchase shares if stockholders exercise the Put Right is not conditioned on
financing. However, we cannot predict when or if Nextel or Nextel WIP will be able to raise the
required funds. Our Certificate provides that if Nextel WIP fails to pay for the shares within 60
days of the date payment is due, Nextel WIP will be required to pay interest on the purchase price
at a rate of 10% per annum from the date such payment is due.

If the stockholders do not exercise the Put Right, it may be difficult for holders of Class A
common stock to obtain a control premium in an alternative transaction.

Our Certificate provides that the calculation of fair market value will include a control
premium. If holders of Class A common stock do not exercise the Put Right, because of Nextel
Communications significant beneficial ownership of our stock and because of our significant
business relationships with Nextel Communications, there might not be an alternative transaction
involving a control premium in the foreseeable future.

If the holders of Class A common stock do not exercise the Put Right, our company faces uncertainty
in connection with the Sprint-Nextel Communications merger.

Since the launch of our company in 1999, our principal business focus has been to provide our
customers, through our affiliation with Nextel Communications, with seamless nationwide coverage on
the entire Nextel Digital Wireless Network under the Nextel brand and utilizing the Nextel iDEN
technology. With the closing of the Sprint-Nextel Communications merger, Nextel Communications may
alter materially its own strategic business focus. Except to the extent our operating agreements
with Nextel Communications include rights and obligations, any actions that Nextel Communications
may take after that merger are not within our control. Nextel Communications may have conflicts of
interest with us that would not exist in the absence of the Sprint-Nextel Communications merger.
These developments create uncertainty for our business and operations. We cannot predict the
effect on our company of these changes or the timing of any potential impact. We cannot assure you
that these developments will not have a material adverse impact on our business.

In addition to these factors, we describe risks relating to the business of our company
generally in the documents that we have filed with the SEC that are incorporated by reference into
this proxy statement. See Where You Can Find More Information starting on page 52.

Some of our directors and executive officers have interests in connection with the Put Right that
are different from those of other holders of our Class A common stock.

When considering the recommendation of the special committee of our board of directors in
connection with the exercise of the Put Right, you should be aware that some of our directors and
executive officers have interests in connection with the Put Right that are different from, or in
addition to, the interests of holders of shares of Class A common stock generally. These interests
include those described under Proposal One  Exercise of the Put Right  Certain Interests of our
Officers and Directors. Holders of Class A common stock should consider these interests in
conjunction with the recommendation of the special committee of our board of directors of approval
of exercise of the Put Right.

Nextel Partners solicits the enclosed proxy for use at a special meeting of holders of Class A
common stock to be held on [l], 2005 at [l] a.m., local time, and at any adjournment thereof, for
the purposes set forth herein and in the accompanying Notice of Special Meeting of Holders of Class
A Common Stock. The special meeting will be held at [l].

These proxy solicitation materials were mailed on or about [l], 2005 to all holders of Class A
common stock entitled to vote at the special meeting.

Record Date and Outstanding Shares

Only holders of record of Class A common stock at the close of business on [l], 2005 (the
record date) are entitled to notice of and to vote at the special meeting. Our Class B common
stock is convertible into shares of Class A common stock at any time on a one-for-one basis upon a
transfer of that stock to a person other than specified entities affiliated with Nextel
Communications, and is subject to restrictions on transfer contained in our Certificate and in our
amended and restated shareholders agreement.

As of the record date, [l] shares of our Class A common stock were issued and outstanding and
held of record by [l] stockholders. All of our Class B common stock outstanding as of the record
date was held of record by one stockholder, Nextel WIP. The holder of our Class B common stock is
not entitled to any vote with respect to such Class B common stock at the special meeting. See
Security Ownership of Certain Beneficial Owners and Management below for information regarding
beneficial owners of more than five percent of our Class A common stock.

Revocability of Proxies

Any proxy given pursuant to this solicitation may be revoked or changed by the person giving
it at any time prior to its use by delivering to our Corporate Secretary a written instrument
revoking the proxy, submitting a proxy bearing a later date or attending the special meeting and
voting in person. Proxies may be changed in any manner regardless of the method used to submit the
proxy. However, changing a proxy by telephone or Internet will require the stockholder to retain a
record of the unique control number that appears on the proxy card.

Voting and Solicitation

The holders of the Class A common stock are entitled to one vote per share on all matters on
which they are entitled to vote.

We are making this solicitation of proxies, and all related costs will be borne by us. In
addition, we may reimburse brokerage firms and other persons representing beneficial owners of
shares for their expenses in forwarding solicitation material to such beneficial owners. Certain
of our directors, officers and regular employees, without additional compensation, may also solicit
proxies personally or by telephone.

At the special meeting, the inspector of elections will determine the presence of a quorum and
tabulate the results of the voting by stockholders. A quorum exists when holders of a majority of
the total number of outstanding shares of Class A common stock that are entitled to vote at the
special meeting are present at the special meeting in person or by proxy. A quorum is necessary
for the transaction of business at the special meeting. Abstentions and broker non-votes will be
included for the purpose of determining the presence of a quorum at the special meeting. Broker
non-votes occur when a person holding shares in street name, meaning through a bank or brokerage
account, does not provide instructions as to how his or her shares should be voted and the bank or
broker does not have discretion to vote those shares or, if the bank or broker has discretion to
vote such shares, does not exercise such discretion.

Approval of each of Proposal One and Proposal Two requires the vote of a majority of the Class
A common stock present in person or by proxy at the special meeting. Abstentions will have the
same effect as votes against these proposals, because they are treated as present and entitled to
vote for the purpose of determining the pool of votable Class A common stock, but do not contribute
to the affirmative votes required to approve the proposals. Proxies that reflect broker non-votes
will not be considered present for the purpose of determining the votes for these proposals, and
will therefore not have the effect of either a vote for or a vote against these proposals.

All shares of Class A common stock entitled to vote and represented by properly submitted,
unrevoked proxies received prior to the special meeting will be voted at the special meeting, with
respect to any proposal that is submitted to a vote, in accordance with the instructions indicated
on those proxies. If no instructions are indicated on a properly submitted proxy, the shares
represented by that proxy will be voted as recommended by the special committee of our board of
directors. If any other matters are properly presented for consideration at the special meeting,
the persons named in the enclosed proxy and acting thereunder will have discretion to vote on those
matters in accordance with their best judgment. We do not currently anticipate that any matters
other than Proposal One and Proposal Two will be raised at the special meeting. Signing and
returning the proxy card, or submitting your proxy by Internet or telephone, does not affect your
right to revoke your proxy or to vote in person at the special meeting.

Deadline for Receipt of Stockholder Proposals and Nominations

Stockholders who intend to present proposals or nominations at our 2006 annual meeting
pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the Exchange Act),
must ensure that such proposals are received by us no later than December 6, 2005. Such proposals
or nominations must meet the requirements of the SEC to be eligible for inclusion in our proxy
materials. We strongly encourage any stockholder interested in submitting a proposal or nomination
to contact our Corporate Secretary in advance of this deadline to discuss any proposal or
nomination he or she is considering, and stockholders may want to consult knowledgeable counsel
with regard to the detailed requirements of applicable securities laws. Submitting a stockholder
proposal or nomination does not guarantee that we will include it in our proxy statement. In order
for a proposal or nomination submitted outside of Rule 14a-8 to be considered timely within the
meaning of Rule 14a-4(c) of the Exchange Act, we must receive such proposal or nomination no later
than February 11, 2006. Any stockholder proposals or nominations must be submitted to our
Corporate Secretary in writing at 4500 Carillon Point, Kirkland, Washington 98033.

The following table sets forth certain information with respect to the beneficial ownership of
shares of our common stock as of June 4, 2005 by:



each stockholder known to us to be a beneficial owner of more than
5% of the outstanding shares of our Class A common stock;



each of our directors;



each of our named executive officers (defined as (i) our chief
executive officer and (ii) our other four most highly compensated
executive officers who were serving in such capacities at the end
of 2004 and whose salary and bonus for 2004 exceeded $100,000 in
the aggregate); and



all of our executive officers and directors as a group.

Beneficial ownership is determined in accordance with the rules of the SEC. Shares subject to
options, warrants and securities convertible into common stock that are exercisable as of June 4,
2005 or exercisable within 60 days thereof are shown separately in the column labeled Number of
Shares Underlying Options and are deemed outstanding for the purposes of computing the number of
shares beneficially owned and the percentage ownership of that person. Except as indicated in the
footnotes to this table, we believe that each stockholder named in the table has sole voting and
investment power with respect to the shares set forth opposite such stockholders name, except to
the extent shared by a spouse under applicable law. This table is based on information supplied to
us by our officers, directors and principal stockholders and by filings made with the SEC. As of
June 4, 2005, there were 184,436,883 shares of Class A common stock outstanding.

The following stockholders are parties to an amended and restated shareholders agreement
that contains an agreement by all of the parties, except Eagle River Investments, LLC (Eagle
River Investments), to vote for director candidates nominated by certain of our stockholders
and imposes restrictions on all of the parties with respect to the sale, transfer or other
disposition of our capital stock by these parties: Nextel WIP, Madison Dearborn Capital
Partners II, L.P. (Madison Dearborn Partners), Eagle River Investments, Motorola, Inc.
(Motorola) and John Chapple, David Aas and Mark Fanning, each of whom (with respect to the
individuals listed) is a member of our senior management or otherwise employed by us. The
amended and restated shareholders agreement terminates on January 29, 2014. All parties to
this agreement disclaim beneficial ownership of shares not owned directly by them or by an
entity otherwise affiliated with them.

(2)

Based on information provided in a first amendment to Schedule 13F filed on May 18, 2005 by
FMR Corp. (FMR). The Schedule 13F/A states that FMR has sole voting power with respect to
858,510 of these shares and sole dispositive power with respect to all of these shares.
Certain of these shares are beneficially owned by individuals and entities related to FMR, including certain FMR subsidiaries.

(3)

Based on information provided by T. Rowe Price Associates, Inc. (T. Rowe) in a second

amendment to Schedule 13G filed on May 10, 2005, T. Rowe, in its capacity as investment
adviser, has sole voting power with respect to 4,959,979 of these shares and sole dispositive
power with respect to all of these shares. The shares reported are owned of record by clients
of T. Rowe. Those clients have the right to receive, or the power to direct the receipt of,
dividends from, or the proceeds from the sale of, such securities. According to the Schedule
13G/A, none of T. Rowes clients is known to have such right or power with respect to more
than five percent of our securities.

(4)

Based on information provided by William H. Gates III in a first amendment to Schedule 13G
filed jointly by Mr. Gates and Cascade Investment, L.L.C. (Cascade) on February 13, 2003.
The reported shares include 8,725,236 shares of Class A common stock owned by Cascade and
4,040,870 shares of Class A common stock owned by Mente, L.L.C. (Mente). All common stock
held by Cascade or Mente may be deemed to be beneficially owned by Mr. Gates as the sole
member of each of Cascade and Mente. The manager and executive officer of each of Cascade and
Mente, Michael Larson, has voting and investment power with respect to all of the reported
shares. Mr. Larson disclaims beneficial ownership of all of the reported shares.

(5)

Based on information provided by Madison Dearborn Partners in a fourth amendment to Schedule
13G filed on February 15, 2005.

(6)

Includes 736,666 shares held by JRC Coho LLC, an entity controlled by Mr. Chapple, and
145,000 shares held by Panther Lake LLC, an entity controlled by Mr. Chapple and John
Thompson.

(7)

Mr. Fanning was a named executive officer as of December 31, 2004, but ceased being one of
our executive officers as of May 9, 2005.

(8)

Includes 3,600 shares held by On Eagle Wings, LLC, 119,556 shares held by Weibling Family
Trust, 7,500 shares held by Dennis Weibling Rollover IRA and 45,000 shares held by Mr.
Weibling directly.

(9)

Includes shares held by Nextel WIP, of which Mr. Donahue is president, chief executive
officer and a director. Mr. Donahue disclaims beneficial ownership of such shares. Also
includes 5,000 shares held by Al Donahue Soundview Trust, an entity in which Mr. Donahue has a
50% interest. Also includes 93,000 shares held by Mr. Donahue, 25,000 shares held by Mr.
Donahues spouse and 12,500 shares held jointly by Mr. Donahue and his spouse.

(10)

Consists of shares held by Madison Dearborn Partners, of which Mr. Perry serves as a
director. Mr. Perry disclaims beneficial ownership of such shares.

We provide fully integrated, wireless digital communications services using the Nextel brand
name in mid-sized and rural areas throughout the United States. We offer four distinct wireless
services in a single wireless handset. These services include International and Nationwide Direct
ConnectSM, digital cellular voice, short messaging and cellular Internet access, which
provides users with wireless access to the Internet and an organizations internal databases as
well as other applications, including e-mail. We hold licenses for wireless frequencies in areas
where approximately 54 million people live and work. We have constructed and operate a digital
mobile network compatible with the Nextel Digital Wireless Network in targeted portions of these
markets, including 13 of the top 100 metropolitan statistical areas and 56 of the top 200
metropolitan statistical areas in the United States ranked by population. Our combined Nextel
Digital Wireless Network constitutes one of the largest fully integrated digital wireless
communications systems in the United States, currently covering 297 of the top 300 metropolitan
statistical areas in the United States. As of March 31, 2005, our portion of the Nextel Digital
Wireless Network covered approximately 41 million people and we had approximately 1,701,800 digital
handsets in service in our markets.

Our relationship with Nextel Communications was created to accelerate the build-out and expand
the reach of the Nextel Digital Wireless Network. In January 1999, we entered into a joint venture
agreement with Nextel WIP, pursuant to which Nextel Communications, through Nextel WIP, contributed
to us cash and licenses for wireless frequencies and granted us the exclusive right to use the
Nextel brand name in exchange for ownership in us and our commitment to build out our compatible
digital wireless network in selected markets and corridors, in most cases adjacent to operating
Nextel Communications areas. As of March 31, 2005, Nextel WIP owned approximately 32% of our
outstanding common stock and was our largest stockholder. By the end of 2002, we had successfully
built all of the markets we were initially required to build under our 1999 agreement with Nextel
Communications. Since 1999 we have exercised options to expand our network into additional areas.
By June 2003, we had completed the construction of all of these additional areas. Through our
affiliation with Nextel Communications, our customers have seamless nationwide coverage on the
entire Nextel Digital Wireless Network.

We were incorporated in the State of Delaware in July 1998. Our principal executive offices
are located at 4500 Carillon Point, Kirkland, Washington 98033. Our telephone number is (425)
576-3600. For more information on Nextel Partners, see Where You Can Find More Information
beginning on page 52.

Nextel Communications

Nextel Communications is a leading provider of wireless communications services in the United
States. Nextel Communications provides a comprehensive suite of advanced wireless services,
including digital wireless mobile telephone service, walkie-talkie features, including Nextel
Nationwide Direct Connect and Nextel International Direct Connect, and wireless data transmission
services. Nextel Communications has publicly disclosed that as of March 31, 2005 it provided
service to approximately 17.0 million subscribers, which consisted of 15.5 million subscribers of
Nextel-branded service and 1.5 million subscribers of Boost Mobile-branded pre-paid service.

Nextel Communications has publicly disclosed that as of March 31, 2005, it owned, through its
wholly owned subsidiary Nextel WIP, approximately 32% of the outstanding common stock of

Nextel Partners. Nextel Communications has also disclosed that as of March 31, 2005, it owned
approximately 18% of the outstanding common stock of NII Holdings, which provides wireless
communications services primarily in selected Latin American markets. Nextel has agreements with
NII Holdings and TELUS Mobility that enable Nextels subscribers to use Direct Connect® features in
the Latin American markets that NII Holdings serves and the Canadian markets that TELUS Mobility
services using iDEN technology, as well as between the United States and those markets.

Nextel WIP Corp.

Nextel WIP is a Delaware corporation and a wholly owned subsidiary of Nextel Communications.
It is the direct owner of Nextel Communications approximately 32% equity interest in us and is the
entity that, pursuant to our Certificate, will be obligated to purchase the outstanding Class A
common stock if the holders of Class A common stock exercise the Put Right. However, pursuant to
the terms of a preexisting agreement, Nextel Communications has agreed that if Nextel WIP is
required to acquire the Class A common stock, Nextel Communications will, or will cause Nextel WIP
to, perform that obligation. See Certain Relationships and Related Transactions  Nextel
Communications Operating Agreements  Agreement Specifying Obligations and Limiting Liability of,
and Recourse to, Nextel Communications.

The discussion of the Put Right set forth below is qualified in its entirety by reference to
Article V of our Certificate, which specifies the Put Right process and defines the applicable
terms. The full text of Article V of our Certificate, as well as the definition of Nextel Sale as
set forth in our amended and restated Shareholders Agreement, are attached to this proxy statement
as Appendices A and B, respectively, and we encourage stockholders to read them in their entirety.

Background

Nextel Partners was formed in order to facilitate the build out and growth of a seamless,
nationwide wireless communications network utilizing the Nextel brand and Motorolas iDEN
technology. The creation of a separate company accelerated the build out of the iDEN network in
mid-size and smaller areas not served by Nextel Communications and facilitated access to capital
markets for funding. In addition, we were able to attract and retain an experienced senior
management team that could focus exclusively on the unique challenges of building and operating the
iDEN network in these smaller areas. Beginning in November 1997, John Chapple, our current chief
executive officer and chairman, held discussions with representatives of Nextel Communications and
others to discuss the formation of our company. Nextel Communications, Nextel WIP and a
predecessor to our company entered into a Memorandum of Agreement on May 1, 1998 (which we refer to
as the 1998 Memorandum) to memorialize these discussions. The 1998 Memorandum set forth the
proposed scope and structure of our company and the operating relationship with Nextel
Communications.

The concept of a Put Right was a basic part of the relationship between the yet to be formed
company and Nextel Communications and was included in the 1998 Memorandum. The 1998 Memorandum
contemplated that equity holders other than Nextel Communications would have the right to require
that Nextel WIP purchase their interests in the event of a change of control of Nextel
Communications. Our senior management had insisted that the Put Right be included in the 1998
Memorandum because of the unique nature of the contemplated relationship between the companies, our
dependency on Nextel Communications, its brand and its unique iDEN technology, and the belief that
the Put Right was an essential right for our company and our non-Nextel Communications stockholders
in light of the uncertainty that might be associated with fundamental changes relating to Nextel
Communications.

At the time of the 1998 Memorandum, the parties expected that private equity investors would
hold interests in the new company along with Nextel WIP. During the next months in 1998,
representatives of DLJ Merchant Banking Partners II, L.P and certain of its affiliates (which we
refer to as DLJ Merchant Banking), our company and Nextel Communications negotiated a commitment
letter specifying the terms on which DLJ Merchant Banking would invest in the equity of our
company. As part of these negotiations, DLJ Merchant Banking required that specified changes be
made to the 1998 Memorandum. These changes included modifications in the provisions of the Put
Right. Changes included:



a requirement that fair market value will include a control
premium while the 1998 Memorandum had only provided that fair
market value may include a control premium if deemed appropriate
by the appraisers, and



a substantial expansion of the definition of Nextel Sale  one of
the events that triggers the Put Right.

On January 29, 1999, Nextel WIP contributed certain digital wireless communication service
operations (including related FCC licenses) to us in exchange for 13,110,000 shares of Series B
preferred stock, 52,440,000 shares of Series C preferred stock, 13,110,000 shares of Series D
Preferred Stock and $130.9 million in cash. Simultaneously, we sold equity securities consisting
of 104,879,826 shares of Series A preferred stock (valued at $170.9 million) and warrants to
purchase 2,434,260 shares of Class A common stock for an exercise price of $.00167 per share
(valued at $3.8 million), in a private placement in the amount of $174.8 million and debt
securities in the aggregate principal amount at maturity of $800 million. In addition to DLJ
Merchant Banking, the purchasers in this January 1999 private placement included Motorola, Eagle
River Investments, affiliates of Madison Dearborn Partners and members of senior management. Craig
O. McCaw controlled Eagle River Investments. At all times since our formation, Nextel WIP has been
our largest shareholder and has had at least one representative on our board of directors. The
closing of these transactions on January 29, 1999 concluded the initial funding of Nextel Partners.

At the time of the January 1999 transaction, we, DLJ Merchant Banking, representatives of
Eagle River Investments and Nextel Communications had transformed the 1998 Memorandum into a series
of operating and other agreements with Nextel Communications and Nextel WIP to define better the
relationship between Nextel Communications and us. These agreements provided us with the exclusive
right to operate the iDEN network in the markets specified in the agreements, granted us the right
to use the Nextel brand name and required that we build out an iDEN network in specified locations
in accordance with specified operational standards. In addition, Nextel WIP was also required to
provide us with specified services and support.

In January 1999, when we executed our agreements with Nextel WIP and obtained our initial
financing, we acquired only two operational territories in upstate New York and Hawaii. By the end
of 2002, in addition to upstate New York and Hawaii, we had successfully built all of the other
territories we were initially required to build under our 1999 agreement with Nextel
Communications. Since 1999, we have exercised options or acquired the right to expand our network
into additional territories, and we have issued additional equity securities (including the
issuance of additional shares to Nextel WIP in September 2000 in exchange for frequencies) to fund
the build-out of these areas. By mid-2003, we had completed the construction of all of these
additional areas. As required by our agreements with Nextel WIP, our customers, along with Nextel
Communications customers, enjoy seamless nationwide coverage on the entire Nextel Digital Wireless
Network.

On February 25, 2000, we completed our initial public offering of 27,025,000 shares of Class A
common stock (representing approximately 15% of our common stock). With the consummation of this
initial public offering, all the outstanding shares of our Series A preferred stock automatically
converted into 125,834,646 shares of Class A common stock and all the outstanding Series C and D
preferred stock automatically converted into 77,782,626 shares of Class B common stock. We have
redeemed all shares of Series B preferred stock.

On September 27, 2004, Nextel Communications purchased from Motorola 5,576,376 shares of our
Class A common stock at a purchase price of $13.89 per share, or an aggregate purchase price of
$77,455,862. Pursuant to the terms of our Certificate, each share of Class A common stock held by
Nextel Communications automatically converted into one share of Class B common stock.

On December 15, 2004, Nextel Communications and Sprint entered into the Sprint-Nextel
Communications merger agreement. Subsequent to the announcement of the Sprint-Nextel
Communications merger agreement, representatives of Nextel Partners have had discussions and
correspondence with representatives of Nextel Communications regarding various issues relating to

the post-merger relationship between the two companies, including with respect to branding, joint
marketing and other operational matters. Nextel Partners is seeking to resolve these issues with
Nextel Communications.

On ___, 2005, Sprint and Nextel Communications completed their merger. The completion of
the Sprint-Nextel Communications merger constituted a Nextel Sale, giving rise to the Put Right.

The Put Right

Definition of Nextel Sale; Trigger for the Put Right

On [l], 2005, Nextel Communications merged with a subsidiary of Sprint and became a wholly
owned subsidiary of Sprint. The Sprint-Nextel Communications merger constituted a Nextel Sale
within the meaning of the first and third bullets of the definition of Nextel Sale as set forth
below.

Pursuant to Article V of our Certificate and Section 4.01 of our amended and restated
Shareholders Agreement, a Nextel Sale is generally deemed to occur if, among other things:



any person or group (other than a permitted holder as defined in
the Shareholders Agreement) is or becomes the beneficial owner of
more than 50% of the total voting stock of Nextel Communications
or the total common equity of Nextel Communications or otherwise
has the power to direct the management and policies of Nextel
Communications, subject to certain exceptions related to customary
financial transactions; or



Nextel Communications sells, assigns, conveys, transfers, leases
or otherwise disposes of all or substantially all of its assets to
any person (other than a permitted holder); or



Nextel Communications, directly or indirectly, consolidates with,
or merges with or into, another person, or any person consolidates
with, or merges with or into, Nextel Communications (in either
case, other than a permitted holder), and pursuant to that
transaction either:



the outstanding voting stock of Nextel Communications is converted into or
exchanged for cash, securities or other property (except for a transaction where
the Nextel Communications stockholders receive voting stock of the surviving or
transferee person in the merger that constitutes more than 50% of the total voting
stock and total common equity of the surviving or transferee person); or



new shares of Nextel Communications voting stock are issued so that immediately
following the transaction the holders of Nextel Communications voting stock
immediately preceding the transaction own less than 50% of the voting stock and
total common equity of the surviving entity; or



during any period of two consecutive years, individuals who at the beginning of such period
constituted the board of directors of Nextel Communications (together with specified
continuing directors) cease for any reason to constitute a majority of the board of directors
of Nextel Communications then in office.

We set forth the full text of the definition of Nextel Sale in Annex B to this proxy
statement.

As a result of the occurrence of a Nextel Sale, pursuant to Article V of our Certificate,
holders of 20% or more of the outstanding Class A common stock had the right to require us to hold
this special meeting. At this special meeting, the holders of Class A common stock have the right
to require Nextel WIP to purchase all (but not less than all) of the shares of Class A common stock
outstanding, at a price equal to the portion of the fair market value of Nextel Partners that is
allocable to the Class A common stock. The fair market value would be determined through an
appraisal process, as described below.

Under the Certificate, holders of Class A common stock also have the right to adjourn the
special meeting until a date not later than [l]. This proposal is described in more detail in
Proposal Two  Adjournment of the Special Meeting beginning on page 45.

Definition of Fair Market Value

Section 5.7(a) of our Certificate defines fair market value as the price that would be paid
for all of our capital stock by a willing buyer to a willing seller, in an arms-length
transaction, as if we were a publicly traded and non-controlled corporation and the buyer was
acquiring all of such capital stock, and assuming that we were being sold in a manner designed to
attract all possible participants to the sales process (including Nextel Communications and its
competitors, subject to specified provisions) and to maximize stockholder value (including, if
necessary, through a public or private market sale or other disposition (including tax-free
spin-offs, if possible) of businesses prohibited by legal restrictions to be owned by a particular
buyer or class of buyer) with both buyer and seller in possession of all material facts concerning
us and our business.

The definition of fair market value also:



requires the inclusion of a control premium and the exclusion of
any minority or illiquidity discount;



assumes that in a competitive acquisition market, we are at least
as valuable to other prospective buyers as to Nextel
Communications;



assumes that we are at least as valuable as if we were a part,
although separable, of Nextel Communications; and



does not include any premium solely due to the fact that a
competitor of Nextel Communications might be willing to pay a
premium in order to hamper or impede Nextel Communications growth
or strategy.

The definition of fair market value takes into account the trading activity and history of our
common stock and the most recent unaffected public market stock price.

In making the determination of fair market value, we are to be given the benefit of the fact
that we use the Nextel brand name, business and technology pursuant to the joint venture agreement
with Nextel WIP, but there is to be no discount or premium included in any valuation of us relative
to our business as conducted or reasonably expected to be conducted due to the facts that:



we will not own, but Nextel Communications will directly or
indirectly lease or otherwise make available to us, certain of our
rights, assets and services pursuant to the joint venture
agreement and other agreements;

in certain circumstances Nextel Communications will have the right
to acquire our FCC licenses, and in such a case, we will not own,
but Nextel Communications will directly or indirectly make
available to us, the right to manage the use of the frequencies
subject to those licenses;



Nextel Communications directly or indirectly has, and may
exercise, certain aspects of control over us and our business;



Nextel Communications directly or indirectly provides certain
services and other benefits to us on a cost or subsidized basis;
and



there may be few potential buyers for us due to any real or
perceived control of us exercised by Nextel Communications or due
to the fact that only Nextel Communications has an identical
technology platform.

Appraisal Process

If our holders of Class A common stock vote to exercise the Put Right, the fair market value
of Nextel Partners will be determined by an appraisal process set forth in Section 5.7 of our
Certificate. Under Section 5.7 of our Certificate, within 20 days after notice is given of the
exercise of the Put Right, our board of directors (by a majority vote, with the board member who
was designated by Nextel WIP abstaining) is to select a nationally recognized investment banker or
appraiser (which we refer to as the first appraiser) and Nextel WIP is to select a nationally
recognized investment banker or appraiser (which we refer to as the second appraiser). We refer
to the date when both appraisers have been selected as the start date. As part of the appraisal
process, we, Nextel WIP and our other stockholders are required to cooperate with the appraisers
and share with each such appraiser all information relevant to a valuation of us. Within 30 days
of the start date, the first appraiser and the second appraiser are each to determine its
preliminary view of the fair market value of Nextel Partners and are to consult with each other
with respect to their respective preliminary values. On or prior to the 45th day after the start
date, the first appraiser and the second appraiser are each to render to the holders of Class A
common stock its written report on the fair market value of Nextel Partners.

If the higher fair market value determined by the first appraiser and the second appraiser
(which we refer to as the high value) is not more than 110% of the lower fair market value
determined by the two appraisers (which we refer to as the low value), then the fair market value
will be the average of the high value and the low value. If the high value is more than 110% of
the low value, then, not more than 60 days after the start date, the first appraiser and the second
appraiser are together to designate another nationally recognized investment banker or appraiser
(which we refer to as the third appraiser). The third appraiser is to make a determination of
the fair market value of Nextel Partners and deliver its written report to the holders of Class A
common stock (which we refer to as the third value) not more than 30 days after the third
appraiser is designated.

If the third value is within the middle one-third of the range of values between the high
value and the low value (which we refer to as the mid-range), the fair market value will be the
third value. If the third value does not fall within the mid-range, the fair market value will be
the average of the third value and either (1) the high value or (2) the low value, whichever is
closest to the third value. The fair market value will not, in any event, be lower than the low
value nor greater than the high value.

Within 20 days after final determination of fair market value pursuant to the appraisal
process, Nextel WIP or any holder of Class A common stock may challenge the determination by giving
a notice of challenge. If more than one holder of Class A common stock submits a notice of
challenge, the challengers must select a single representative, within 10 days after all challenges
have been submitted, to represent them in the challenge. If they do not select a representative,
then we will select one by lot, in which case each challenger will have five days to notify us and
Nextel WIP that it elects to irrevocably abandon the challenge and to accept its share of the fair
market value as determined under the appraisal process. Any challenger that does not abandon the
challenge will be deemed to have irrevocably designated the challengers representative selected by
lot as its agent for purposes of the challenge proceedings. No challenger will be permitted to
participate in the challenge proceeding except through the challengers representative. Any holder
of Class A common stock that does not give notice and join the challengers will be paid its
appropriate share of fair market value but will be barred from asserting any objection to the
determination of fair market value.

In the event of a challenge by Nextel WIP, not more than 10 days after notice, the holders of
our Class A common stock will designate, by majority vote, a representative and notify us and
Nextel WIP of the identity of such representative. If this designation by majority vote does not
occur for any reason, then we will select a representative by lot and notify Nextel WIP and the
other holders of Class A common stock of such selection. This representative will be irrevocably
authorized to act as the agent of all holders of Class A common stock in the defense of the
challenge by Nextel WIP. No holder of Class A common stock will have the right to participate in
the defense except through the challengers representative.

Any challenge will be heard by a tribunal composed of three persons with expertise in valuing
companies similar to us, one selected by each of Nextel WIP and our board of directors, and the
third member of the tribunal selected by the first two members.

The party or parties bringing the challenge will be required to demonstrate that the fair
market value determined under the appraisal process was grossly incorrect or fraudulently obtained,
and what the correct fair market value should be. The tribunal determining the challenge will then
determine fair market value and no party may seek to have that determination referred to an
investment banker or appraiser.

In the event of a challenge by the holders of Class A common stock, any revised price set by
the tribunal cannot be more than the challenge ceiling price as defined in our Certificate, which
is generally defined as a price that would produce a 30% compound annual internal rate of return on
invested capital calculated from the date of contribution of such capital. In the event of a
challenge by Nextel WIP, any revised price set by the tribunal cannot be less than the challenge
floor price as defined in our Certificate, which is generally defined as a price that would
produce a 10% compound annual internal rate of return on invested capital calculated from the date
of contribution of such capital.

In calculating the estimated challenge floor price and challenge ceiling price, we included
the following capital contributions as capital invested pursuant to Section 5.7 of our Certificate.



proceeds from cash equity contributions and commitments of $156.4 million in January and $46.4 million in September of
1999;

the contribution by Nextel WIP of FCC licenses valued at a total of $178.3 million, in exchange for Class B common
stock and Series B preferred stock in January 1999 for $133.1 million, in September 1999 for $8.9 million and in
September 2000 for $36.3 million;



the contribution by Motorola of a $22.0 million credit to use against our purchases of Motorola-manufactured
infrastructure equipment in exchange for Class A common stock in December 1999;



proceeds from the sale of Class A common stock in our initial public offering of $540.5 million in February 2000;



cancellation of existing indebtedness in November and December 2002 and January and February 2003 in the aggregate
amount of $45.0 million (principal amount at maturity) in exchange for the issuance of shares of our Class A common
stock (based on a value of approximately $35.4 million of common stock exchanged for that debt);



the offering of 11/2% convertible senior notes for $150.0 million in May 2003 and an additional $25.0 million in June
2003 pursuant to the exercise of an over-allotment option held by the initial purchasers of the notes;



the offering of 11/2% convertible senior notes for $125.0 million in August 2003;



proceeds from the sale of Class A common stock in our public offering of $104.5 million in November 2003;



proceeds of an aggregate of $46.9 million from the exercise of employee stock options between June 2000 and March 2005;



proceeds from the sale of Class A common stock in connection with Nextel Partners Employee Stock Purchase Plan of $9.1
million between June 2000 and March 2005; and



proceeds from the exercise of all currently outstanding employee stock options attributable to the Class A common stock
of $246.7 million assuming all stock options are exercised at December 31, 2005.

We estimate a challenge ceiling price, as of December 31, 2005, as $18.79 (giving full equity
credit to the convertible senior note offerings) or $17.48 (assuming an aggregate equity call
option value of $85.1 million attributable to the convertible senior note offerings). We estimate
a challenge floor price, as of December 31, 2005, as $7.99 (giving full equity credit to the
convertible senior note offerings) or $7.15 (assuming an aggregate equity call option value of
$85.1 attributable to the convertible senior note offerings).

At the time of issuance, a convertible senior note effectively is comprised of a debt security
component and an equity call option component. The estimates of equity call option value
attributable to the convertible senior note offerings necessarily involve estimates and judgments
made with respect to market and business conditions at the date of their issuance. We cannot assure you that
the tribunal would agree with our estimates or judgments. In the case of the challenge ceiling
price, for each $10 million reduction or increase in the equity call option value, the challenge
ceiling price would be reduced or increased by $0.06 per share, respectively. In the case of the
challenge floor price, for each $10 million reduction or increase in the equity call option value,
the challenge floor price would be reduced or increased by $0.04 per share, respectively. If the
tribunal did not treat any portion of the

convertible senior note offerings as invested capital but
otherwise concurred in our estimates and judgments, the challenge ceiling price would be $16.97 and
the challenge floor price would be $6.81.

Our Certificate provides that the procedures set forth for the challenge process, including
the challenge ceiling price and the challenge floor price, will not be considered by any appraiser
in determining fair market value pursuant to the appraisal process.

Closing of the Sale

Our Certificate provides that the closing for the purchase of the shares of Class A common
stock pursuant to the Put Right will occur as promptly as practicable and in any event must occur
by the later of:



if any regulatory approvals are required and have not yet been obtained, five business days after receipt of the necessary regulatory approvals; and



the date of determination of the fair market value, as described above.

Our Certificate further requires us and any holder of Class A common stock the purchase of
whose shares is subject to prior regulatory approval to use their reasonable best efforts to obtain
the necessary approvals.

Our Certificate provides that if Nextel WIP fails to pay for the shares within 60 days of the
date such payment is due, Nextel WIP will be required to pay interest on the purchase price at a
rate of 10% per annum from the date such payment is due. Unless Nextel WIP has previously
delivered shares, it must deliver cash within 180 days of the date payment is due.

Payment of the Put Price

To fulfill its obligation to purchase the Class A common stock, Nextel WIP has the option of
either purchasing the shares or causing their redemption. On or before the proposed closing
date for the sale of the Class A common shares, Nextel WIP will notify us whether it has elected
to fund a purchase or a redemption.

If Nextel WIP elects to purchase the Class A common stock, then, on or before the proposed
purchase date, Nextel WIP must deposit the full amount of the consideration to be paid to holders
of Class A common stock with a paying agent designated by Nextel WIP. The consideration delivered
to the paying agent will be delivered in trust for the benefit of the holders of Class A common
stock. Nextel WIP must provide the paying agent with irrevocable instructions to deliver the
consideration to holders of Class A common stock upon surrender of the certificates representing
their shares of Class A common stock. The paying agent will deliver the consideration payable to
each such stockholder, minus any withholding taxes required by law, to each holder of Class A
common stock promptly following the paying agents receipt and processing of the relevant stock
certificates and properly completed transmittal documents.

If Nextel WIP elects to redeem the Class A common stock, then, on or before the proposed
redemption date, Nextel WIP must deposit the full amount of the consideration to be paid to holders
of Class A common stock with the paying agent. The consideration delivered to the paying agent
will be delivered in trust for the benefit of the holders of Class A common stock. Immediately
upon the deposit by Nextel WIP of the full amount of the consideration for all of the issued and
outstanding

shares of Class A common stock, then, even if there are certificates for shares of Class
A common stock that have not been surrendered for cancellation, all shares of Class A common stock
will no longer be deemed to be outstanding on and after the redemption date, and all rights with
respect to the Class A common stock will cease and terminate at the close of business on the
redemption date, except only that the holders of Class A common stock of record will have the right
to receive the purchase price, without interest. After the redemption date, the paying agent will
mail to each holder of Class A common stock of record consideration payable to that stockholder,
minus any withholding taxes required by law. From and after the redemption date, unless we default
in the payment in full of the applicable purchase price, the holders of Class A common stock will
cease to have any further rights with respect to their Class A common stock, other than the right
to receive the purchase price, without interest.

Our Certificate permits this price to be paid in cash or in listed Nextel Communications
shares, at Nextel WIPs option. However, because Nextel Communications has become a subsidiary of
Sprint, Nextel Communications no longer has listed shares of common stock. Nextel Communications
has stated that it believes it is allowed to use shares of common stock after the Sprint-Nextel
Communications merger to satisfy the Put Right obligation. If Nextel Communications were to assert
and prevail in the view that it could use shares of Sprint common stock after the merger, we
believe that the use of shares of Sprint common stock for that purpose could result in adverse tax
consequences to Sprint if Sprint were to pursue its contemplated spin-off of its local
telecommunications business and if the issuance of Sprint common stock to satisfy the Put Right
obligation, together with the Sprint shares issued in the Sprint-Nextel Communications merger,
represented more than 50 percent by vote or value of the shares of Sprint. It is also possible
that Nextel WIP would seek to list shares of Nextel Communications and seek to use those shares to
satisfy its Put Right obligation although in that event Nextel Communications would no longer be
wholly owned by Sprint. For information regarding Nextel Communications and Sprint, we refer you
to the risk factors and other information set forth in the documents that those companies have
filed with the SEC. We disclaim any responsibility with respect to the accuracy of any of those
filings.

In any event, if Nextel Communications uses shares of common stock of either Sprint or Nextel
Communications to satisfy its Put Right obligation, these shares will be valued based on the
average closing price of such shares for the ten trading days immediately preceding the date of
delivery to holders of Class A common stock.

Nextel Communications Obligation

Pursuant to the terms of a preexisting Agreement among Nextel Communications, Nextel WIP, our
company and one of our subsidiaries, Nextel Communications has agreed that if Nextel WIP is
required to acquire the Class A common stock, Nextel Communications will, or will cause Nextel WIP
to, perform that obligation.

Recommendation of the Special Committee of Our Board of Directors

Our board of directors has formed a special committee consisting of all of the members of the
board other than Timothy Donahue, who is the Chief Executive Officer of Nextel Communications, and
Dennis M. Weibling, who formerly served as a member of the board of directors of Nextel
Communications and who has served from time to time as a consultant to Nextel Communications, to
consider all matters relating to the Put Right. This special committee, at a special meeting held
on June 22, 2005, unanimously determined that the exercise of the Put Right now was in the best interests

of holders of Class A common stock. Accordingly, the special committee of the our board
of directors recommends that you vote FOR approval of Proposal One.

In the course of determining to recommend that our holders of Class A common stock exercise
the Put Right now, the special committee consulted with management, as well as its financial and
legal advisors, and considered a number of factors in its determination, including:



the unique opportunity presented by the Put Right for holders of
Class A common stock to obtain a control premium for their shares
and the possibility that, if the Put Right were not exercised,
these stockholders may not have an alternative opportunity to
obtain a control premium for these shares in the foreseeable
future in light of Nextel WIPs ownership position in Nextel
Partners;



the special committees belief that the appraisal process, and the
definition of fair market value, in each case pursuant to our
Certificate, is likely to yield a purchase price that would
represent an attractive value for holders of Class A common stock,
especially in light of the fact that the fair market value
determination, as set forth in our Certificate, specifically
contemplates a control premium for the sale by holders of Class A
common stock of their shares;



the report of Morgan Stanley, our financial advisor, as described
under Proposal One  Exercise of the Put Right  Analysis of
Financial Advisor;



the special committees familiarity with, and understanding of,
our business, financial condition, results of operations, current
business strategy and earnings and prospects;



the special committees understanding of the current and
prospective markets in which we operate, including national and
local economic conditions, the competitive landscape for industry
participants generally and the likely effect of these factors on
us in light of the merger of Nextel Communications and Sprint. In
that regard, the special committee considered the uncertainty of
the impact on us of the Sprint-Nextel Communications merger,
especially in light of the various contractual and other business
relationships between Nextel Communications and us that may be
affected by completion of the Sprint-Nextel Communications merger;



the fact that Nextel WIPs obligation to purchase the Class A
common stock pursuant to the Put Right is not conditioned on it
obtaining financing; and



in the case of Proposal Two, the fact that if for any reason
Nextel Partners holders of Class A common stock did not exercise
the Put Right at the special meeting of stockholders, the
adjournment right would provide these stockholders with the
opportunity (but with no obligation) to vote on whether to
exercise the Put Right in the future when business, market or
other conditions might be different.

The special committee of our board also considered potential risks associated with the
exercise of the Put Right, including:



the risks of the type and nature described under Risk Factors
Relating to the Put Transaction, including the uncertainty
related to the results of the appraisal process and the timing of
the closing of any purchase;



that there would not be an opportunity to abandon the Put Right
process if the appraisal process resulted in an undesirable price
for shares of Class A common stock and that the Put Right was not

conditioned on obtaining an opinion as to fairness from a
financial point of view from our outside financial advisor;



that gains arising from an all-cash transaction (and in certain
cases a stock transaction) would be taxable to holders of Class A
common stock for United States federal income tax purposes; and



the interests of certain of our officers and directors described
under Certain Interests of our Officers and Directors.

In view of the variety of factors and the quality and amount of information considered as well
as the complexity of these matters, the special committee did not find it practicable to, and did
not attempt to, make specific assessments of, quantify, rank or otherwise assign relative weights
to the specific factors considered in reaching its determination. The special committee conducted
an overall analysis of the factors described above, including thorough discussion with, and
questioning of, our management and legal and financial advisors, and considered the factors overall
to be favorable to, and to support, its determination. The special committee did not undertake to
make any specific determination as to whether any particular factor, or any aspect of any
particular factor, was favorable or unfavorable to its ultimate determination. Individual members
of the special committee may have given different weight to different factors.

We believe that each member of the special committee and each of our executive officers will
vote in favor of the proposals.

Analysis of Financial Advisor

Pursuant to an engagement letter, dated as of January 27, 2005 (the Engagement Letter), we
retained Morgan Stanley to provide financial advisory services to us, including, among other
things, in connection with the special committee of our board of directors consideration of
whether or not to recommend that the holders of Class A common stock exercise the Put Right at the
special meeting. Pursuant to the Engagement Letter, we also retained Morgan Stanley to provide an
appraisal of the fair market value of Nextel Partners pursuant to Section 5.7 of our Certificate at
the appropriate time. We did not ask Morgan Stanley to, nor did Morgan Stanley, make any
determination with respect to the valuation of the Class A common stock or provide us with a
financial fairness opinion in connection with the special meeting.

At a meeting of the special committee of the board of directors on January 27, 2005, Morgan
Stanley discussed with the committee the definition of fair market value set forth in Section 5.7
of our Certificate. At this meeting, Morgan Stanley also provided illustrative examples of the
averaging mechanism that is potentially inherent in an appraisal process. Morgan Stanley also
outlined potential alternative approaches to valuation that could be taken by the appraisers
selected by each of Nextel WIP and Nextel Partners in determining fair market value. At this
meeting, Morgan Stanley also discussed for illustrative purposes a preliminary equity valuation
summary range using now outdated publicly available information as well as certain now outdated
information provided by Nextel Partners to Morgan Stanley. This preliminary equity valuation was
performed by Morgan Stanley prior to its engagement and was intended to be a preliminary
illustration prior to subsequent analysis by Morgan Stanley.

At a meeting of the special committee of our board of directors held on April 20, 2005, Morgan
Stanley discussed the public market environment for Sprint, Nextel Communications and Nextel
Partners and on the status of the Sprint  Nextel Communications merger, including valuation

perspectives from various equity research analysts. At this meeting, Morgan Stanley also reviewed
the fair market value definition contained in Section 5.7 of our Certificate and presented the
special committee of our board of directors with a review of premiums paid in precedent public M&A
transactions as well as a summary of the premiums paid with respect to publicly-disclosed synergy
estimates in certain precedent transactions in the wireless telecommunications industry.

At a meeting of the special committee of the board of directors held on June 22, 2005, Morgan
Stanley reviewed with the special committee the timeline for the Sprint  Nextel Communications
merger and the procedure by which the holders of the Class A common stock could exercise the Put
Right. Morgan Stanley then gave a presentation on the fair market value definition according to
the provisions of our Certificate and our amended and restated shareholders agreement and pointed
out some of the implications of such definition, including that:



Nextel Partners should be valued as if:



The sale of Nextel Partners is to a willing buyer from a willing seller
in an arms-length transaction,



Nextel Partners is being sold in a manner designed to attract all
possible participants and to maximize shareholder value,



Nextel Partners is being sold in a competitive acquisition market
assuming multiple potential buyers in addition to Nextel Communications and
assuming Nextel Partners would be at least as valuable to other prospective buyers
as to Nextel Communications,



The sale of Nextel Partners includes a control premium, without any
minority or illiquidity discount,



Nextel Partners is at least as valuable as if it were a part (although
separable) of Nextel Communications, and



Buyer is in possession of all material facts concerning Nextel Partners
and its business;



In the determination of fair market value, Nextel Partners will be given the benefit of
the fact that it uses Nextel Communications brand name, business and technology;



In the determination of fair market value, no discount or premium will be applied
because (1) Nextel Partners will not own certain of its rights, assets and services which
will be made available by Nextel Communications, (2) Nextel Communications may control
certain aspects of Nextel Partners business and provide certain services and benefits on a
cost or subsidized basis, or (3) there may be few potential buyers for Nextel Partners due
to any real or perceived control exercised by Nextel Communications or due to the fact that
only Nextel Communications has an identical technology platform; and



The determination of fair market value will take into consideration (1) the trading
activity and history of Nextel Partners stock and (2) Nextel Partners most recent
unaffected public market stock price.

When taken together, Morgan Stanley believed that a valuation of Nextel Partners would include
the following assumptions: (1) Nextel Partners would be sold pursuant to a comprehensive auction
process in which 100% of Nextel Partners changed hands, and would in all cases include a control
premium, (2) other bidders would be present in an auction of Nextel Partners in addition to Nextel
Communications, (3) there would be no discount attributable to Nextel Partners use of the iDEN
technology platform, (4) synergies achievable by other bidders would be at least equal to those
achievable by Nextel Communications, and (5) the determination of fair market value would be
dependent upon Nextel Partners managements estimates of the future performance of the business.

At the June 22, 2005 meeting, Morgan Stanley also summarized two illustrative transactions
which demonstrated that introduction of an auction dynamic into a change-of-control transaction
often increased significantly the control premium paid to the acquisition target in such a
transaction. Morgan Stanley then discussed with the special committee certain factors that they
might take into consideration in determining whether or not to recommend that the holders of Class
A common stock exercise the Put Right at our special meeting, including Morgan Stanleys view that:



Market conditions as of June 22, 2005 suggest that the timing would be favorable for an
exercise of the Put Right because, among other things:

Publicly-traded equity securities of certain companies in the wireless
telecommunications industry have been performing well,



Interest rates are at historically low levels, and



The strength of the acquisition financing markets;



The fair market value definition contained in our Certificate is intended to produce a
beneficial outcome for the holders of Class A common stock upon the exercise of the Put
Right; and



Various market data for precedent transactions (as described below) suggest that a
determination of fair market value which assumes an auction of Nextel Partners would result
in an attractive outcome for holders of the Class A common stock.

Precedent Transaction Analysis

Morgan Stanley reviewed publicly available information with respect to selected precedent
transactions. The transactions reviewed included transactions involving cash consideration,
referred to in this section as the cash transactions, cash and/or stock consideration, referred to
in this section as the cash/stock transactions, and stock only transactions, referred to in this
section as the stock-only transactions, in each case with aggregate transaction values in excess of
$1 billion. For each transaction, Morgan Stanley analyzed, as of the announcement date, the premium offered by the
acquiror to the targets closing price as of four weeks prior to the announcement of the
transaction. In the cash transactions, which Morgan Stanley identified as the most relevant
precedent transactions, the average of all premiums was 44% and the average of the top quartile of
premiums was 84%. In the

cash/stock transactions, the average of all premiums was 34% and the
average of the top quartile of premiums was 64%. In the stock-only transactions, the average of
all premiums was 40% and the average of the top quartile of premiums was 95%. Morgan Stanley noted
the top quartile of premiums paid suggested the emergence of multiple bidders and the creation of
an auction dynamic. The average of all premiums was 40% and the average of the top quartile of all
premiums was 84%.

Precedent Comparable Companies Transaction Analysis

Morgan Stanley reviewed and analyzed nine precedent change-of-control transactions with
aggregate transaction values in excess of $1 billion involving other U.S. companies in the wireless
telecommunications industry. Morgan Stanley excluded non-change-of-control transactions. Morgan
Stanley informed the special committee that of the five precedent transactions in which auctions of
the target companies were held, the premiums ranged from 53% to 114%, with an average of 74% and of
the four precedent transactions in which no auction was held, the premiums ranged from 22% (38%
when taking into account the unaffected stock price) to 92%, with an average of 54%. For each
transaction, Morgan Stanley analyzed, as of the announcement date, the premium offered by the
acquiror to the targets closing price as of 30 days prior to the announcement of the transaction
or the unaffected share price set forth in the proxy statements filed in connection with the
transaction.

Morgan Stanley also presented to the special committee an overview of the premiums to the
midpoint of disclosed discounted cash flow value in the precedent wireless transactions. For the
five precedent transactions in which auctions of the target companies were held, the premiums
ranged from 10% to 39%, and of the three precedent transactions in which no auction was held
(discounted cash flow value was not disclosed in one of the non-auction transactions), the premiums
ranged from 4% to 13%. For each transaction, Morgan Stanley analyzed, as of the announcement date,
the premium offered by the acquiror to the targets mid-point of the discounted cash flow value
range as set forth in the targets financial advisor analysis contained in the proxy statement
filed in connection with the transaction.

The foregoing precedent transactions analysis and precedent comparable companies transaction
analysis were presented to the special committee to provide it with background information and
perspective in connection with its review of the determination whether to recommend that the
holders of Class A common stock exercise the Put Right at the special meeting. No company or
transaction utilized in the analysis of selected precedent transactions is identical to Nextel
Partners, Nextel WIP or the potential sale of Nextel Partners to Nextel WIP.

The information provided by Morgan Stanley to our special committee was one of the many
factors taken into consideration by our special committee in making its determination to recommend
that the holders of Class A common stock exercise their Put Right at the special meeting. The
foregoing summary does not purport to be a complete description of all the analyses performed by
Morgan Stanley or to be performed by Morgan Stanley in connection with an appraisal of the fair
market value of Nextel Parters, if requested by our special committee. In addition, the analyses
described above should not be viewed as determinative of the fair market value of Nextel Partners
or its Class A common stock.

Morgan Stanley is an internationally recognized investment banking and advisory firm. Morgan
Stanley, as part of its investment banking business, is continuously engaged in the valuation of
businesses and their securities in connection with mergers and acquisitions, negotiated
underwritings, competitive biddings, secondary distributions of listed and unlisted securities,
private placements and valuations for corporate, estate and other purposes. In the ordinary course of its

business, Morgan Stanley and its affiliates may from time to time trade in the securities or
the indebtedness of Nextel Partners, Nextel Communications or Sprint and their affiliates for its
own account, the accounts of investment funds and other clients under the management of Morgan
Stanley and for the accounts of its customers and, accordingly, may at any time hold a long or
short position in such securities or indebtedness for any such account. In the past, Morgan
Stanley and its affiliates have provided financial advisory or other financing services for both
Nextel Partners and Nextel Communications and have received fees for the rendering of these
services. During the past two years, Morgan Stanley has received approximately $4 million in fees
from Nextel Partners as compensation for such services. In addition, in the future, Morgan Stanley
may provide, or seek to provide, financial advice and financing services to the surviving company
of the Sprint  Nextel Communications merger.

The special committee of our board of directors considered that Morgan Stanley had provided
financial services in the past to Nextel Communications and its affiliates. However, the special
committee believed that Morgan Stanleys international reputation for expertise in investment
banking generally and in telecommunications in particular and its familiarity with Nextel Partners
and its businesses made its selection as financial advisor in connection with the proposed
transaction advisable notwithstanding these experiences involving Nextel Communications and its
affiliates.

In connection with the appraisal of the fair market value pursuant to Section 5.7 of our
Certificate, Nextel Partners has agreed to pay Morgan Stanley a fee of $2.5 million on the date
which the holders of the Class A common stock vote to exercise the Put Right (the Appraisal
Process Fee). The Engagement Letter also contemplates a customary fee (the Transaction Fee)
being payable to Morgan Stanley in the event of a sale of Nextel Partners (which would include the
sale of all of the outstanding Class A common stock through exercise of the Put Right) or in the
event that Nextel Partners and Nextel Communications restructure their relationship. The amount of
the Transaction Fee is dependent upon and will be determined by reference to, the price per share
that is to be paid in a sale of Nextel Partners (including a sale of all of the outstanding Class A
common stock through exercise of the Put Right). The Appraisal Process Fee, if paid, will be
credited against the Transaction Fee. Nextel Partners has also agreed to reimburse Morgan Stanley
for its expenses incurred in performing its services. In addition, Nextel Partners has agreed to
indemnify Morgan Stanley and its affiliates, their respective directors, officers, agents and
employees and each person, if any, controlling Morgan Stanley or any of its affiliates against
certain liabilities and expenses, including certain liabilities under the federal securities laws,
arising out of or in connection with Morgan Stanleys engagement.

Certain Interests of Our Officers and Directors

In considering the recommendation of the special committee of our board of directors with
respect to exercising the Put Right, holders of Class A common stock should be aware that some of
our executive officers and directors have interests in the exercise of the Put Right and have
arrangements that are different from, or in addition to, your interests as a holder of Class A
common stock. The special committee of our board of directors was aware of these interests and
considered them, among other matters, in reaching its decision to recommend that holders of Class A
common stock vote in favor of exercising the Put Right.

Equity Compensation Awards. Upon completion of the cash purchase by Nextel WIP of all of our
outstanding Class A common stock pursuant to the Put Right, each stock option, including those held
by our executive officers and directors, will be cancelled and converted into the right to receive
upon such completion an amount in cash per share of Class A common stock subject to the option

equal to the excess, if any, of the price determined as fair market value over the per share
exercise price of the option. In addition, upon completion of the cash purchase of the shares of
Class A common stock pursuant to the exercise of the Put Right, each share of restricted Class A
common stock, including those held by our executive officers and directors, will be converted into
the right to receive upon completion of the purchase an amount in cash equal to the purchase price
per share of restricted Class A common stock. If common stock is used, each stock option,
including those held by our executive officers and directors, will be converted into an option upon
such completion to purchase shares of such common stock and each restricted share of Class A common
stock, including those held by our executive officers and directors, will be converted into a
number of shares of such common stock. Upon completion of the purchase of the shares of Class A
common stock pursuant to the exercise of the Put Right, each stock option and share of restricted
stock will vest in full, except, in the case of options granted on January 27, 2005, the options
will vest in full upon the purchase only if we have achieved our 2005 operating cash flow
objectives. Based on equity compensation awards held by our executive officers and directors as of
___, 2005 and, for illustrative purposes only, assuming the purchase closed on ___, 2006 and
that 2005 operating cash flow objectives are achieved, upon completion of the purchase, Messrs. [l], [l] , [l] , [l] and [l] and the remaining executive officers and directors, respectively, as a
group, would vest, as of completion of the purchase, in respect of [l] , [l] , [l] , [l] and [l]
and [l] and [l]shares subject to their stock options and in respect of [l] , [l] , [l] , [l] and
[l] and [l] and [l] shares of restricted stock.

Retention and Severance Program. Prompted by the announcement of the proposed merger between
Nextel Communications and Sprint, effective as of January 27, 2005, the compensation committee of
our board of directors adopted a Retention and Severance Program. Under the Retention and
Severance Program, each executive officer will be eligible to receive a cash incentive payment
equal to 100% of their base salary and annual performance bonus if there is a change in control,
such as the purchase by Nextel WIP of all of our outstanding Class A common stock pursuant to the
exercise of the Put Right (the Retention Payment). The actual amount of the Retention Payment is
tied to the achievement of certain 2005 operating objectives and may increase or decrease depending
on achievement of these goals. For executive officers, 50% of the Retention Payment is payable at
the time of a change in control. The balance of the Retention Payment is payable on the earlier
of: (i) the date that we terminate the executive officers employment without cause or that the
executive officer resigns for good reason after a change in control or (ii) six months after a
change in control.

In addition to the Retention Payment, if we terminate the employment of an executive officer
other than for cause or if the executive officer resigns for good reason within one year after a
change in control, such as the purchase by Nextel WIP of all of our outstanding Class A common
stock pursuant to the exercise of the Put Right, the executive officer will receive a cash
severance payment equal to 200% of his base salary and annual performance bonus plus medical and
dental benefits for two years. If we terminate the employment of an executive officer other than
for cause or if the executive officer resigns for good reason within 12 to 18 months after a change
in control, the executive officer will receive a cash severance payment on the date of termination
equal to 100% of his base salary and annual performance bonus plus medical and dental benefits for
one year. If an executive officer voluntarily resigns without good reason or his employment is
terminated for cause, the executive
officer will not receive any cash severance payment or additional benefits. Assuming for
illustrative purposes only that the purchase is completed on [l], 2006 and each of the executive
officers employment is terminated by us without cause or by the executive for good reason
immediately after completion of the purchase by Nextel WIP of all of our outstanding Class A common
stock pursuant to the exercise of the Put Right, the amount that would be payable under the
Retention and Severance Program to each of Messrs. [l],[l],[l],[l], and [l] and the remaining
executive officers and directors, respectively, as a group, is $[l], [l],[l],[l], and [l] and [l].

Employment Agreements. Each of our executive officers, including Messrs. [l],[l],[l],[l], and
[l], is party to an employment agreement with a one-year term that renews annually unless notice
not to renew is provided by either party. Under the terms of the employment agreement, in the
event that, the executives employment is terminated by us without cause or by the executive for
good reason (as each term is defined in the agreements), the executive officer will be entitled
to a lump sum cash payment equal to one times (two times in the case of John Chapple) the executive
officers annual base salary and most recent annual bonus, if any. In addition, the executive will
be entitled to continued coverage for one year (two years in the case of John Chapple) under our
benefit plans (other than our 401(k) plan, stock purchase plans and life insurance policies). If
the executive qualifies for severance and the continuation of benefits under the Retention and
Severance Plan described above, the executive officer will receive the severance and benefits under
the Retention and Severance Plan and not under the employment agreement. In the event that the
executive would be subject to the excise tax under Section 4999 of the Internal Revenue Code of
1986, as amended (the Code), the executive will receive an additional payment such that he is
placed in the same after-tax position as if no excise tax had been imposed, provided that we meet
or exceed operating cash flow objectives for 2005 adopted by the compensation committee of our
board of directors.

Material U.S. Federal Income Tax Consequences

The following is a summary of the material United States federal income tax consequences to
holders of Class A common stock of the exercise of the Put Right. This summary is based upon the
provisions of the Internal Revenue Code of 1986, as amended, applicable current and proposed United
States Treasury Regulations, judicial authority and administrative rulings and practice.
Legislative, judicial or administrative rules and interpretations are subject to change, possibly
on a retroactive basis, at any time, and, therefore, the following statements and conclusions could
be altered or modified. It is assumed that the shares of Class A common stock are held as capital
assets by a United States person (i.e., a citizen or resident of the United States or a domestic
corporation). This discussion does not address all aspects of United States federal income
taxation that may be relevant to a particular Class A common stockholder in light of that Class A
common stockholders personal investment circumstances, or those holders of Class A common stock
subject to special treatment under the United States federal income tax laws (for example, life
insurance companies, tax-exempt organizations, financial institutions, United States expatriates,
foreign corporations and nonresident alien individuals). In addition, this discussion does not
address the aspects of United States federal income taxation that may be relevant to holders of
Class A common stock who hold shares of Class A common stock as part of a hedging, straddle,
conversion or other integrated transaction, or holders of Class A common stock who acquired their
shares of Class A common stock through the exercise of director or employee stock options or other
compensation arrangements. In addition, the discussion does not address any aspect of foreign,
state or local taxation or estate or gift taxation that may be applicable to a Class A common
stockholder.

Consequences to Class A Common Stockholders of the Exercise of the Put Right

The exercise of the Put Right will be a taxable transaction for United States federal income
tax purposes (and also may be a taxable transaction under applicable state, local and other income
tax laws). In general, for United States federal income tax purposes, a Class A common stockholder
will recognize gain or loss equal to the difference between such stockholders adjusted tax basis
in Class A common stock sold, and the amount of cash received. Gain or loss will be calculated
separately for each block of shares sold (i.e., shares acquired at the same cost in a single
transaction). The gain or loss will generally be capital gain or loss, and will be long-term gain
or loss if, at the time of sale, the shares of Class A common stock were held for more than one
year. In the case of stockholders who

are individuals, long-term capital gain is currently
eligible for reduced rates of federal income tax of 15%. There are limitations on the
deductibility of capital losses.

The exercise of the Put Right for shares of Sprint common stock or shares of Nextel
Communications may be taxable or tax free depending upon the structure of the resulting company and
whether the shares are issued to us or directly to the holder of Class A common stock. If it is
taxable, it will be treated as described in the proceeding paragraph, with the fair market value of
the shares received being taxable. If it is tax-free, no gain or loss will be recognized with
respect to the Class A common stock exchanged, and the basis and holding period of the new shares
will equal the tax basis and holding period of the shares exchanged therefor.

Backup Tax Withholding

Under the United States federal income tax backup withholding rules, unless an exemption
applies, the payor of the consideration generally is required to and will withhold 28% of all
payments to which a Class A common stockholder or other payee is entitled, unless the Class A
common stockholder or other payee (1) is a corporation or comes within other exempt categories and
demonstrates this fact or (2) provides its correct tax identification number (social security
number, in the case of an individual, or employer identification number in the case of other
stockholders), certifies under penalties of perjury that the number is correct (or properly
certifies that it is awaiting a taxpayer identification number), certifies as to no loss of
exemption from backup withholding and otherwise complies with the applicable requirements of the
backup withholding rules. Each Class A common stockholder and, if applicable, each other payee,
should complete, sign and return to the paying agent a substitute Form W-9 following exercise of
the Put Right in order to provide the information and certification necessary to avoid backup
withholding, unless an applicable exception exists and is proved in a manner satisfactory to the
paying agent. The exceptions provide that certain holders of Class A common stock (including,
among others, all corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. In order for a foreign individual to qualify as an exempt
recipient, however, he or she must submit a signed Form W-8BEN, Certificate of Foreign Status of
Beneficial Owner for United States Tax Withholding. Backup withholding is not an additional tax.
Generally, any amounts withheld under the backup withholding rules described above can be refunded
or credited against a holders United States federal income tax liability, if any, provided that
the required information is furnished to the United States Internal Revenue Service in a timely
manner.

STOCKHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE UNITED STATES FEDERAL, STATE
AND LOCAL AND FOREIGN TAX CONSEQUENCES OF
EXERCISE OF THE PUT RIGHT TO THEM IN VIEW OF THEIR OWN PARTICULAR CIRCUMSTANCES.

No Appraisal Rights

The purchase of shares of Class A common stock pursuant to exercise of the Put Right will not
give holders of such shares any statutory appraisal rights under the Delaware General Corporation
Law.

Effect on Awards Outstanding Under Employee Stock Plans

Upon completion of a cash purchase by Nextel WIP of all of our outstanding Class A common
stock pursuant to the Put Right, each stock option will be converted into the right to receive upon such

completion an amount in cash per share of Class A common stock subject to the option equal to
the excess, if any, of the price determined as fair market value over the per share exercise price
of the option. In addition, upon completion of a cash purchase of the shares of Class A common
stock pursuant to the exercise of the Put Right, each share of restricted Class A common stock will
be converted into the right to receive upon completion of the purchase an amount in cash equal to
the purchase price per share of Class A common stock. If common stock is used to satisfy the Put,
each stock option will be converted into an option upon such completion to purchase shares of such
common stock and each restricted share of Class A common stock will be converted into a number of
shares of such common stock. Upon completion of the purchase of the shares of Class A common stock
pursuant to the exercise of the Put Right, each stock option and share of restricted stock will
vest in full, except, in the case of options granted on January 27, 2005, the options will vest in
full upon the purchase only if we have achieved our 2005 operating cash flow objectives.

Regulatory Matters

Antitrust Authorities

In order for the Put Right to be exercised (and for Nextel WIP to purchase all of the
outstanding shares of Class A common stock), the HSR Act requires Nextel Partners and Sprint as the
parent of Nextel Communications to observe the HSR Acts notification and waiting period. The HSR
Act provides for an initial 30-calendar-day waiting period following the necessary filings by the
parties to the transaction, which can be terminated earlier by the Department of Justice and FTC.
If during this initial waiting period either the Department of Justice or the FTC makes a request
for additional information and documentary materials, the mandatory waiting period will not expire
until 30 days after the parties certify substantial compliance with the request. The FTC, the
Department of Justice or others could take action under the antitrust laws with respect to the
purchase, including seeking to enjoin the completion of the purchase or seeking the divestiture by
Sprint or Nextel Communications of all or part of our shares or assets, or of other business
conducted by Sprint or Nextel Communications or us or our respective affiliates, or seeking to
subject Sprint or Nextel Communications or us, or our respective affiliates, to operating
conditions before or after the stock purchase is completed. We cannot assure you that an antitrust
challenge to the purchase of shares of Class A common stock will not be made and, if such a
challenge is made, we cannot predict the result.

Federal Communications Commission

In order to obtain required FCC approvals, we, each of our subsidiaries that holds
authorizations from the FCC that need to be transferred and Sprint as the parent company of Nextel
Communications must file the required applications with the FCC, seeking approval of the transfer
of control to Sprint of the FCC radio and international operating licenses and authorizations that
we hold.

Commitment to Obtain Approvals

Our Certificate requires us and any holder of Class A common stock the purchase of whose
shares is subject to prior regulatory approval to use their reasonable best efforts to obtain those
approvals.

Pursuant to our Certificate, in connection with the vote on whether to exercise the Put Right,
holders of Class A common stock are also entitled to vote on whether to adjourn the special meeting
until a date no later than [l] in the event that the requisite majority of Class A common stock
does not vote to exercise the put right at this time.

If Proposal One is approved by the holders of Class A common stock (that is, if the holders of
Class A common stock elect to exercise the Put Right), we will not consider the vote on Proposal
Two and will not adjourn the special meeting. We will consider the vote on Proposal Two only if
holders of Class A common stock do not approve Proposal One.

If you vote in favor of Proposal Two, you will also grant a proxy to set the date for the
adjourned meeting (it being understood that the adjourned meeting will take place no later than
[l]).

Recommendation of the Special Committee of the Nextel Partners Board of Directors

At its meeting held on June 22, 2005, the special committee of our board of directors
unanimously determined that, if the holders of Class A common stock elected not to approve the
proposal to exercise the Put Right at the special meeting, it was in the best interests of such
holders to maintain the option of exercising the Put Right in the future, within the time period
specified in our Certificate. In the event holders of Class A common stock do not approve the
exercise of the Put Right and do not approve the adjournment of the special meeting, the ability to
exercise the Put Right resulting from the Sprint-Nextel Communications merger will be lost.
Accordingly, the special committee of our board of directors recommends that you vote FOR approval
of Proposal Two.

For a description of the factors considered by the special committee of our board of directors
in making this determination, please see Proposal One  Exercise of the Put Right  Recommendation
of the Special Committee beginning on page 34.

On January 29, 1999, we entered into a shareholders agreement with Nextel WIP, DLJ Merchant
Banking, Madison Dearborn Partners, Eagle River Investments, Motorola, our senior management
stockholders and all of the other parties who were stockholders prior to our initial public
offering. In that agreement, the parties agreed to certain matters relating to our management and
operations and the sale, transfer or other disposition of our capital stock by these stockholders.
This agreement also granted Nextel WIP certain preemptive rights to purchase shares of stock
offered to the public by us, DLJ Merchant Banking or Madison Dearborn Partners. In addition,
pursuant to this agreement, we granted to DLJ Merchant Banking and Madison Dearborn Partners
certain demand registration rights and to all of the parties piggyback registration rights. This
agreement was amended and restated in February 2000 in connection with the initial public offering
of our Class A common stock and has subsequently been amended several times. The current parties
to the amended and restated shareholders agreement are Nextel WIP, Madison Dearborn Partners,
Eagle River Investments, Motorola and the following stockholders who are also part of our senior
management or otherwise employed by us: John Chapple, David Aas and Mark Fanning. The amended and
restated shareholders agreement terminates on January 29, 2014.

Nextel Communications Operating Agreements

We, through our principal subsidiary, entered into agreements with Nextel WIP that govern the
build-out and operation of our portion of the Nextel Digital Wireless Network. As of the record
date, Nextel WIP held approximately 32% of our outstanding common stock, and one of our directors
is affiliated with it. Except as specifically set forth below, these operating agreements were
executed on January 29, 1999 and, in some cases, were amended on September 9, 1999 and again on
September 27, 2000, and have an initial term of ten years, which may be extended for up to an
additional two and a half years and renewed for up to four ten-year renewal terms at our option.

Joint Venture Agreement. Our joint venture agreement with Nextel WIP requires us to build and
operate our portion of the Nextel Digital Wireless Network on time, make it compatible with Nextel
Communications systems, meet or exceed quality standards applicable from time to time to Nextel
Communications subsidiaries operating in the United States, and offer a set of core service
features and upgrade our system to comply with future Nextel Communications standards.

This agreement also governs the transfer of licenses from Nextel WIP to us. To the extent
that we require additional frequencies to operate our business, the joint venture agreement sets
forth the terms under which we may acquire such frequencies from Nextel WIP, from third parties or
in auctions of spectrum by the FCC. All of the frequencies we acquired or may acquire from Nextel
WIP are subject to transfer restrictions and rights of first refusal in favor of Nextel WIP.

Additional terms of the joint venture agreement are as follows: Nextel WIP has agreed to
assist us with securing vendor discounts; we have agreed to obtain Nextel WIPs approval prior to
taking certain significant actions, including making a material change to our business objectives
or technology; with limited exceptions, Nextel WIP has agreed that during the term of the joint
venture agreement, Nextel Communications and/or its subsidiaries will not provide digital mobile
wireless communications services within our territories using the Nextel brand name; Nextel WIP has
agreed to negotiate with us to give us the first right in our territories to own and operate
businesses using the 900 MHz frequency that Nextel Communications currently holds; and we are
generally required to adhere

to the same standards for pricing structure, advertising, promotions,
customer care, telemarketing and related activities as the Nextel Communications subsidiaries
operating in the United States.

Other Operating Agreements. We have also entered into operating agreements with Nextel WIP
with respect to: the license to Nextel Communications trademarks and service marks; the ability of
each partys subscribers to roam in the other partys territory; Nextel Communications use of
analog systems and services in our territories; access to telecommunications towers space; access
to information systems; and telecommunications switching services. For the year ended December 31,
2004 and for the three months ended March 31, 2005, we paid to Nextel WIP approximately $139.6
million and $43.5 million, respectively, for such services and received from Nextel WIP
approximately $158.7 million and $44.8 million, respectively, in roaming revenue.

Agreement Specifying Obligations and Limiting Liability of, and Recourse to, Nextel
Communications. All of our operating agreements are with Nextel WIP, not Nextel Communications.
Pursuant to the terms of the agreement specifying obligations and limiting liability of, and
recourse to, Nextel Communications, the maximum cumulative, aggregate cash liability of Nextel
Communications and controlled affiliates, other than Nextel WIP, for any and all actual or alleged
claims or causes of action arising in connection with any aspect of the agreements governing or
otherwise relating to the operating agreements is capped at $200 million, subject to adjustments
for amounts previously advanced. However, some significant Nextel Communications obligations,
including causing Nextel WIP to honor the terms of the Put Right if it is exercised, are not be
subject to the cap.

Certain Obligations Under our Certificate

In addition to the Put Right, our Certificate, under certain circumstances, allows Nextel WIP,
or allows holders of our Class A common stock to cause Nextel WIP, to purchase all of our
outstanding Class A common stock. In any such event, Nextel WIP will have the choice of paying for
any shares of Class A common stock in cash or in listed shares of common stock. Events that
trigger these rights and obligations include:



January 29, 2008, subject to certain postponements by our board of directors;



If Nextel Communications changes its digital transmission technology, the change is materially adverse to us and Nextel
WIP determines not to provide us free of charge the equipment necessary to provide our subscribers with service
comparable to what they had been receiving;



If Nextel WIP requires a change in our business, operations or systems, the change is materially adverse to us, Nextel
WIP does not subsidize us for the costs of such change and we decline to implement the required change; or



Termination of our operating agreements with Nextel WIP as a result of our breach.

In addition to a Nextel Sale, events that trigger the right of the holders of our Class A
common stock to cause Nextel WIP to purchase all outstanding Class A common stock include:



If we do not implement a change in our business, operations or
systems required by Nextel WIP, the change is materially adverse
to us, and our board of directors provides non-Nextel
Communications affiliated stockholders with the opportunity to
require Nextel WIP to buy their shares of Class A common stock and
a majority of the stockholders vote to do so; or

Termination of our operating agreements with Nextel WIP as a
result of a breach by Nextel WIP.

Holders of our Class A common stock also have the right and/or obligation to participate in
any sale by Nextel WIP of all of its shares of our capital stock to a third party occurring after
January 29, 2011. Pursuant to the amended and restated shareholders agreement, prior to January
29, 2011, Nextel WIP cannot transfer its shares of our capital stock to a third party. In the
event that the holders of a majority of the Class A common stock elect to participate in such sale,
then pursuant to our Certificate, all holders of Class A common stock will be required to
participate.

The consolidated financial statements of Nextel Partners, Inc. and subsidiaries as of December
31, 2004, and 2003, and for each of the years in the three-year period ended December 31, 2004,
have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent
registered public accounting firm, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing. The audit report refers to the fact that, as discussed
in Note 2 of the consolidated financial statements, Nextel Partners has restated its consolidated
financial statements for the years ended December 31, 2003 and 2002.

Certain matters discussed in this document and in the documents incorporated by reference in
this document are forward-looking statements that involve risks and uncertainties and that are
subject to a variety of factors that could cause actual results to differ materially from current
beliefs. Forward-looking statements can be identified by the use of forward-looking words such as
believes, expects, plans, may, will, would, could, should or anticipates or other
comparable words, or by discussions of strategy, plans or goals that involve risks and
uncertainties that could cause actual results to differ materially from those currently
anticipated. You are cautioned that any forward-looking statements are not guarantees of future
performance and involve risks and uncertainties, including those set forth above under Risk
Factors Relating to the Put Transaction and those risk factors set forth in our Annual Report on
Form 10-K for the year ended December 31, 2004. Forward-looking statements include, but are not
limited to, statements with respect to the following:



our business plan, its advantages and our strategy for implementing our plan;



uncertainties relating to the Sprint  Nextel Communications merger;



the success of efforts to improve and enhance, and satisfactorily address any issues relating to, our network
performance;



the characteristics of the geographic areas and occupational territories that we are targeting in our portion of the
Nextel Digital Wireless Network;



the implementation and performance of the technology, including higher speed data infrastructure and software designed
to significantly increase the speed of our network, being deployed or to be deployed in our various territories,
including the expected 6:1 voice coder software upgrade being developed by Motorola and technologies to be implemented
in connection with the completed launch of Nationwide Direct Connect capability;

the availability of adequate quantities of system infrastructure and subscriber equipment and components to meet our
service deployment, marketing plans and customer demand;



no significant adverse change in Motorolas ability or willingness to provide handsets and related equipment and
software applications or to develop new technologies or features for us, or in our relationship with it;



our ability to achieve and maintain market penetration and average subscriber revenue levels;



our ability to successfully scale, in some circumstances in conjunction with third parties under our outsourcing
arrangements, our billing, collection, customer care and similar back-office operations to keep pace with customer
growth, increased system usage rates and growth in levels of accounts receivables being generated by our customers;

the development and availability of new handsets with expanded applications and features, including those that operate
using the 6:1 voice coder, and market acceptance of such handsets and service offerings;



the availability and cost of acquiring additional spectrum;



the quality and price of similar or comparable wireless communications services offered or to be offered by our
competitors, including providers of PCS and cellular services including, for example, two-way walkie-talkie services
that have been introduced by several of our competitors;

We file annual, quarterly and special reports, proxy statements and other information with the
SEC under the Exchange Act. You may read and copy this information at the SECs Public Reference
Room, located at 450 Fifth Street, N.W., Room 1024, Washington, DC 20549. You may obtain
information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
You may also obtain copies of this information by mail from the SEC at the above address, at
prescribed rates.

The SEC also maintains a web site that contains reports, proxy statements and other
information that we file electronically with the SEC. The address of that site is
http://www.sec.gov.

The following documents filed with the SEC (File No. 000-29633) pursuant to the Exchange Act
are incorporated herein by reference:



Our Annual Report on Form 10-K for our fiscal year ended December 31, 2004.



Our Quarterly Report on Form 10-Q for our quarter ended March 31, 2005.



Our Proxy Statement filed with the SEC on April 8, 2005.



Our Current Reports on Form 8-K filed with the SEC on January 06, 2005; January 11, 2005; February 02, 2005; February
23, 2005; March 11, 2005; April 28, 2005; April 29, 2005, May 23, 2005 and June 20, 2005.



All reports and other documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this proxy statement and prior to the date of the special meeting.

Any statement contained in a document incorporated by reference in this proxy statement shall be
deemed to be incorporated by reference in this proxy statement and to be part of this proxy
statement from the date of filing of such document. Any statement modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this proxy statement. We
will provide upon written or oral request without charge to each person, including any beneficial
owner, to whom this is delivered a copy of any or all of the documents which are incorporated in
this proxy statement by reference (other than exhibits to those documents unless those exhibits are
specifically incorporated by reference into the documents that this proxy statement incorporates).
Written requests for copies should be directed to Nextel Partners, Inc., Investor Relations, 4500
Carillon Point, Kirkland, Washington 98033. Our telephone number is (425) 576-3600. In order to
obtain timely delivery of these documents, you must make your request no later than five business
days before the date of the special meeting.

(i) On the terms and subject to the conditions hereof, upon (A) January 29, 2008, (B) the
exercise by NWIP of its call right under Section 7.03 or 7.04(d) of the Shareholders Agreement or
(C) termination of the Joint Venture Agreement in accordance with Section 12.9D thereof, NWIP shall
have the right (the NWIP Call Right) to purchase all (but not less than all) of the shares of
Class A Common Stock then outstanding, provided, that if the NWIP Call Right pertains to clause (A)
above, the Board of Directors (by majority vote with the NWIP Designee abstaining) will have the
right to postpone the exercise of the NWIP Call Right for 365 days on each of two occasions and for
180 days on one additional occasion by giving written notice of such election to NWIP within five
Business Days after delivery of the applicable NWIP Call Notice (or after the one-year or six-month
anniversary of the postponement of the exercise of the NWIP Call Right, as the case may be, in the
event that the NWIP Call Right is postponed); provided, that NWIP shall not be obligated to
consummate the transaction contemplated by the NWIP Call Right that has been so postponed, unless
NWIP so notifies the stockholders and the Corporation not later than 90 days following the
expiration of the relevant postponement period.

(ii) To exercise the NWIP Call Right under Section 5.1(a)(i)(A), NWIP must give written notice
(the NWIP Call Notice) by first-class mail, postage prepaid, to the stockholders and the
Corporation no later than the 90th day following the later of (i) January 29, 2008, and (ii) if
applicable, the relevant postponement period. Such NWIP Call Right will expire on the later of (x)
the 91st day following January 29, 2008, and (y) if applicable, the 91st day following the relevant
postponement period, if NWIP has not delivered an NWIP Call Notice by such time. To exercise the
NWIP Call Right under Section 5.1(a)(i)(B), NWIP must give the NWIP Call Notice to the Class A
Stockholders and the Corporation in accordance with the time periods set forth in the relevant
section of the Shareholders Agreement. The NWIP Call Right under Section 5.1(a)(i)(C) will
automatically be exercised upon the termination of the Joint Venture Agreement pursuant to Section
12.9D thereof, and the Class A Stockholders shall thereupon be obligated to sell their shares of
Class A Common Stock in accordance with either, at NWIPs election, Section 5.3 (an Article V
Purchase) or Section 5.4 (an Article V Redemption).

(iii) The purchase price payable for all outstanding shares of Class A Common Stock purchased
pursuant to the exercise of the NWIP Call Right under Section 5.1(a)(i)(A) or Section 5.1(a)(i)(B)
(the NWIP Call Price) shall be the portion allocable to the Class A Common Stock of the
Corporations Fair Market Value determined in accordance with Section 5.7, provided, that if the
exercise of the NWIP Call Right is pursuant to NWIPs rights under Section 7.03 of the
Shareholders Agreement, Fair Market Value shall be determined as if neither the Corporation nor
the NDS needed to implement the Technology Change (as defined in Section 7.03 of the Shareholders
Agreement) and without diminishing the value of the Corporation due to the fact that the Technology
Change had not been implemented. The purchase price payable for all outstanding shares of Class A
Common Stock purchased pursuant to the exercise of the NWIP Call Right under Section 5.1(a)(i)(C)
shall be 80% of
the portion allocable to the Class A Common Stock of the Company Equity Value (as defined in
the Joint Venture Agreement).

(iv) The NWIP Call Notice shall state: (A) the applicable event under Section 5.1(a)(i)
giving rise to the NWIP Call Right; (B) the name and address of the NWIP Appraiser; and (C) the
proposed date on which (or the period following the determination of Fair Market Value during
which) NWIP will deposit cash or Nextel Shares with the Payment Agent for the purpose of funding
the Article V Purchase or the Article V Redemption. NWIPs election to exercise the NWIP Call
Right shall be irrevocable upon delivery of the NWIP Call Notice. The Corporation Appraiser shall
be named by the Board of Directors within 20 days of receipt of the NWIP Call Notice.

(b) Put Right.

(i) Within 60 days after the occurrence of a Put Event (other than a Nextel Sale), the
Corporation shall notify the Class A Stockholders of the date and time of a special meeting of the
Class A Stockholders, which date will not be more than 120 days after the date of the Put Event (or
such later date as required by applicable law, including any requirement to provide the Class A
Stockholders with an effective registration statement relating to the Nextel Shares). Within five
days after the occurrence of a Nextel Sale, the Corporation shall notify the Class A Stockholders
of the occurrence of such Nextel Sale, and at any time thereafter Class A Stockholders holding 20%
or more of the outstanding Class A Common Stock shall have the right to require that the
Corporation notify the Class A Stockholders of the date and time of a special meeting of such Class
A Stockholders, which date will not be more than 20 days after the date the Corporation receives
such request (or such later date as required by applicable law, including any requirement to
provide such stockholders with an effective registration statement relating to Nextel Shares). At
such meeting the Class A Stockholders will have the right (the Put Right) to require NWIP to
purchase all (but not less than all) of the shares of Class A Common Stock then outstanding at a
price determined in accordance with clause (iii) below, provided, that if the Put Event is a Nextel
Sale, the Class A Stockholders, by majority vote, may adjourn such meeting until a date not to
exceed 545 days after the Nextel Sale. Put Event means any of the following events:

(A) a Nextel Sale;

(B) the purchase by NWIP of Common Stock in accordance with its Preemption Right with respect
to a Qualifying DLJ/MDP Demand under Section 5.03 of the Shareholders Agreement (a NWIP
Preemption Put);

(C) the exercise of a put right granted by the Board of Directors to the Class A Stockholders
pursuant to Section 7.04 of the Shareholders Agreement; or

(D) the termination of the Joint Venture Agreement in accordance with Section 12.9E thereof.

(ii) If the Class A Stockholders vote to exercise the Put Right at the meeting held pursuant
to clause (i) above, no later than (A) in the case of a Nextel Sale, 545 days after such Put Event
or (B) in the case of a Put Event other than a Nextel Sale, the 90th day after the Put Event (or
such later date if such meeting is delayed pursuant to clause (i) above), the Class A Stockholders
shall be obligated to sell their shares of Class A Common Stock to NWIP, and NWIP shall be
obligated to purchase such shares, in accordance with either, at NWIPs election, Section 5.3 or
Section 5.4.

(iii) The purchase price paid by NWIP for the Class A Common Stock purchased pursuant to this
Section 5.1(b) (the Put Price) shall be determined as follows:

(A) If the Put Event is a Nextel Sale, the Put Price will be the portion allocable to the
Class A Common Stock of the Fair Market Value of the Corporation as determined in accordance with
Section 5.7;

(B) If the Put Event is an NWIP Preemption Put, the Put Price will be the same per share price
that was paid by NWIP to purchase the shares subject to the Qualifying DLJ/MDP Demand;

(C) If the Put Event is the exercise of put rights under Section 7.04 of the Shareholders
Agreement, the Put Price will be the portion allocable to the Class A Common Stock of the
Investment Formula Price; and

(D) If the Put Event is the termination of the Joint Venture Agreement in accordance with
Section 12.9E thereof, the Put Price will be 120% of the portion allocable to the Class A Common
Stock of the Company Equity Value (as defined in the Shareholders Agreement).

(iv) If NWIP is required to purchase all outstanding shares of Class A Common Stock as set
forth in this Section 5.1(b), unvested or out-of-the-money derivative securities of the Corporation
shall be treated as follows: (A) in the case of an NWIP Preemption Put, all unvested or
out-of-the-money options and warrants issued by the Corporation that are granted at any time during
the period from 30 days before the Corporations announcement of its intention to proceed with a
Demand Registration (as defined in the Shareholders Agreement) until the date on which the
pre-emptive purchase by NWIP is closed, and are not granted consistently with ordinary past
practice of the Corporations employee compensation programs or policies, shall be terminated; (B)
all other unvested or out-of-the-money options or warrants (as appropriate) will be converted to
substantially identical options or warrants to acquire shares of common stock of Nextel on the same
substantive economic terms (based on the per common share price of the Corporation in the
pre-emptive purchase and the per common share price of Nextel on the pre-emptive purchase date) and
other terms as applied to the Corporation options or warrants and all shares of Common Stock
subject to vesting under the Restricted Stock Purchase Agreements; and (C) all shares of Common
Stock issuable upon exercise of options granted under the 1999 Stock Option Plan, in each case that
are beneficially owned by the Management Stockholders, shall be purchased by NWIP pursuant to this
Section 5.1(b) (it being understood that NWIPs acquisition of all the outstanding shares of Class
A Common Stock pursuant to this Section 5.1(b) shall constitute a Change in Control of the
Company for purposes of the Restricted Stock Purchase Agreements and the 1999 Stock Option Plan).

(v) Upon the consummation of a Section 5.5 Sale, all the Put Rights shall terminate except for
the Put Right with respect to a Nextel Sale, which right shall not terminate until the one-year
anniversary of the date of the consummation of the Section 5.5 Sale.

5.2.A Delivery of Nextel Shares.

(a) Any payment for Class A Common Stock purchased by NWIP from the Class A Stockholders
pursuant to this Article V may be made, at NWIPs election, by delivery of listed Nextel common
stock (the Nextel Shares), provided, that NWIP delivers such Nextel Shares within 180 days of the
date of the Article V Closing, and provided, further, that in connection with the delivery of the
Nextel Shares, NWIP (and Nextel with respect to Section 5.2A(c)) agrees to comply with the
requirements set forth in this Section 5.2A. Notwithstanding the immediately preceding sentence,
if NWIP elects to deliver Nextel Shares, which election NWIP may change at any time prior to the
delivery of such shares, NWIP will use its reasonable best efforts to deliver Nextel Shares as

promptly as practicable, provided, that (x) if NWIP fails to deliver the Nextel Shares or cash
within 60 days of the date such payment is due, it shall pay interest on the purchase price at a
rate of 10% per annum from the date such payment is due and (y) if NWIP fails to deliver the Nextel
Shares in accordance with this Section 5.2A, NWIP shall deliver cash no later than the 180th day
following the date such payment is due.

(b) NWIP shall not be deemed to have delivered Nextel Shares or to have discharged its payment
obligations hereunder unless, at the time of delivery of such Nextel Shares, (i) NWIP delivers to
the Board of Directors and the holders of Class A Common Stock an SEC no-action letter or an
opinion of counsel reasonably acceptable to the Board of Directors (excluding the NWIP Designee)
that provides that, assuming that the shareholder receiving the Nextel Shares is not an Affiliate
of Nextel, the shares to be received by that shareholder can be freely sold without complying with
the registration requirements of the Securities Act or (ii) the SEC has declared effective a
registration statement on the appropriate form, Nextel has caused such shares to be quoted on the
NASDAQ National Market and the recipient shall have a continuous period of 60 days from the date of
delivery to sell such shares under such registration statement.

(c) For purposes of any payment by NWIP in Nextel Shares, the value of Nextel Shares will be
based on the average Closing Price of Nextel common stock for the ten Trading Days immediately
preceding the date of delivery of the Nextel Shares. If NWIP elects to consummate a transaction
with Nextel Shares instead of cash, NWIP will take all reasonable steps requested by the Board of
Directors (with any NWIP Designee abstaining) to permit the purchase to be tax deferred to the
relevant stockholders.

5.2.B Article V Transaction Notice. Within ten days of receipt by the Corporation of
a NWIP Call Notice, written notice (the Article V Transaction Notice) shall be given by the
Corporation to each Record Holder by first-class mail, postage prepaid, to the address as shown on
the records of the Corporation, on the Record Date fixed by the Article V Transaction Notice, which
date shall not be less than ten nor more than 20 days following the date of such notice. The
Article V Transaction Notice shall state: (1) the number of shares of Class A Common Stock held,
as of the Record Date, by the Record Holder; (2) the date proposed for the Article V Transaction
(if NWIP elects, in accordance with Section 5.3, to fund an Article V Purchase, such date shall be
the Article V Purchase Date, if NWIP elects, in accordance with Section 5.4, to fund an Article V
Redemption, such date shall be the Article V Redemption Date); and (3) that the Record Holder is
to surrender to the Payment Agent the certificates representing such holders shares of Class A
Common Stock to be purchased or redeemed, as applicable, at the place where certificates for shares
of Class A Common Stock are to be surrendered for purchase or redemption, as applicable.

5.3. Article V Purchase.

(a) On or before the Article V Purchase Date, NWIP shall notify the Corporation whether NWIP
has elected to fund an Article V Purchase or an Article V Redemption. If NWIP elects to fund an
Article V Purchase, NWIP shall comply with the provisions of this Section 5.3.

(b) On or before the Article V Purchase Date, NWIP shall deposit the full amount of the Option
Price for all of the issued and outstanding shares of Class A Common Stock with the Payment Agent
to pay, on NWIPs behalf, the Option Price. Cash, if any, and Nextel Shares, if any, deposited
with the Payment Agent shall be delivered in trust for the benefit of the Record Holders. NWIP
shall provide the Payment Agent with irrevocable instructions to pay the NWIP Call Price or

the Put Price, as the case may be, for the Class A Common Stock to the Record Holders upon
surrender of the certificates representing their shares of Class A Common Stock.

(c) Payment for shares of Class A Common Stock shall be mailed to each such Record Holder at
the address set forth in the Corporations records or at the address provided by each such Record
Holder or, if no address is set forth in the Corporations records for any such Record Holder or
provided by such Record Holder, to such Record Holder at the address of the Corporation, but only
upon receipt from such Record Holder of certificates evidencing shares of Class A Common Stock. At
the request of NWIP, the Corporation shall provide, or shall cause its transfer agent to provide,
to NWIP or to the Payment Agent, free of charge, a complete list of the Record Holders, including
the number of shares of Class A Common Stock held of record and the address of each Record Holder.

5.4. Article V Redemption.

(a) On or before the Article V Redemption Date, NWIP shall notify the Corporation whether NWIP
has elected to fund an Article V Purchase or an Article V Redemption. If NWIP elects to fund an
Article V Redemption, NWIP shall comply with the provisions of this Section 5.4.

(b) On or before the Article V Redemption Date, NWIP shall deposit the full amount of the
Option Price for all of the issued and outstanding shares of Class A Common Stock with the Payment
Agent to pay, on NWIPs behalf, the Option Price. Cash, if any, and Nextel Shares, if any,
deposited with the Payment Agent shall be delivered in trust for the benefit of the Record Holders.
Immediately upon the deposit by NWIP of the full amount of the Option Price for all of the issued
and outstanding shares of Class A Common Stock, then, notwithstanding that any certificate for
shares of Class A Common Stock subject to redemption shall not have been surrendered for
cancellation, all shares of Class A Common Stock shall no longer be deemed to be outstanding on and
after the Article V Redemption Date, and all rights with respect to such shares shall forthwith
cease and terminate at the close of business on the Article V Redemption Date, except only the
right of the Record Holders to receive the Option Price for all of the issued and outstanding
shares of Class A Common Stock, without interest.

(c) Unless the Corporation defaults in the payment in full of the applicable redemption price,
the holders of such redeemed shares shall cease to have any further rights with respect thereto
from and after the Article V Redemption Date, other than the right to receive the redemption price,
without interest.

5.5. Special Nextel Sale Rights.

(a) The Class B Stockholders may collectively transfer all, but not less than all, of their
shares of Common Stock to a third party after January 29, 2011 (a Section 5.5 Sale), but only
after complying with this Section 5.5. If the Class B Stockholders wish to consummate a Section
5.5 Sale, the Class B Stockholders shall provide written notice (a Section 5.5 Notice) of such
Section 5.5 Sale to the Class A Stockholders and the Corporation not later than the 45th day prior
to the proposed Section 5.5 Sale (or such later date as required by applicable law). The Section
5.5 Notice shall identify (i) the third party transferee (the Section 5.5 Purchaser), (ii) the
number of shares owned by the Class B Stockholders subject to the Section 5.5 Sale and the form and
amount of consideration per share for which a transfer is proposed to be made (the Section 5.5
Sale Price), and (iii) all other material terms and conditions of the Section 5.5 Sale. Within
five Business Days of the

receipt of such Section 5.5 Notice, the Corporation shall notify all Class A Stockholders of
the date and time of a special meeting of such stockholders, which date will not be more than 25
days after receipt of the Section 5.5 Notice (or such later date as required by applicable law).
At such meeting all Class A Stockholders shall be entitled to vote whether to sell their shares to
the Section 5.5 Purchaser on the same terms and conditions as the Class B Stockholders. If such
Class A Stockholders elect to sell their shares to the Section 5.5 Purchaser by the affirmative
vote of at least 50% of the then outstanding Class A Common Stock held by all Class A Stockholders,
all Class A Stockholders shall be required to participate in the Section 5.5 Sale on the terms and
conditions set forth in the Section 5.5 Notice and to tender all of their shares as set forth
below. Within five days (or such later date as required by applicable law) following such vote,
the Corporation shall deliver to a representative of the Class B Stockholders designated in the
Section 5.5 Notice a notice indicating whether the Class A Stockholders will participate in the
Section 5.5 Sale. If the Class A Stockholders elect to participate in the Section 5.5 Sale, then,
on or prior to the date of such sale, they shall deliver to the representative of the Class B
Stockholders certificates representing all shares held by the Class A Stockholders, duly endorsed,
together with all other documents required to be executed in connection with such Section 5.5 Sale
or, if such delivery is not permitted by applicable law, an unconditional agreement to deliver such
shares pursuant to this Section 5.5(a) at the closing for such Section 5.5 Sale against delivery to
the Class A Stockholders of the consideration therefor. If any Class A Stockholder should fail to
deliver such certificates or, in lieu thereof (as provided above) an unconditional agreement to
deliver such shares at the closing for such Section 5.5 Sale, to the Class B Stockholders, such
Class A Stockholder have shall have irrevocably agreed that, upon the closing of the Section 5.5
Sale, such shares shall no longer be deemed to be outstanding and all rights of a shareholder with
respect to such shares will terminate except the right to receive the Section 5.5 Sale Price and
the Corporation shall (subject to reversal under Section 5.5(b)) cause the books and records of the
Corporation to show that such shares are bound by the provisions of this Section 5.5 and that such
shares shall be transferred to the Section 5.5 Purchaser immediately upon surrender for transfer by
the holder thereof or as otherwise provided in this Section 5.5(a).

(b) If, within 270 days after the Class A Stockholders give notice of their election to sell
their shares pursuant to this Section 5.5, the Class B Stockholders have not consummated the
Section 5.5 Sale, then (i) the Class A Stockholders shall not be required to sell their shares to
the Section 5.5 Purchaser, (ii) the representative of the Class B Stockholders shall return to each
of the Class A Stockholders all certificates representing shares that such Class A Stockholder
delivered for transfer pursuant hereto, together with any documents in the possession of the Class
B Stockholders executed by the Class A Stockholders in connection with such proposed transfer, and
(iii) all of the provisions of this Restated Certificate of Incorporation or otherwise applicable
at such time with respect to shares owned by the Class A Stockholders shall again be in effect. No
Class B Stockholder (nor any member of the Nextel Group) shall have any liability or responsibility
to the Corporation or any Class A Stockholder upon or by reason of any termination or failure to
consummate a Section 5.5 Sale except as expressly set forth above in this Section 5.5.

(c) Promptly after the consummation of the Section 5.5 Sale by the Section 5.5 Purchaser, the
Section 5.5 Purchaser shall give notice thereof to the Class A Stockholders, and shall remit to
each of the Class A Stockholders who have surrendered their certificates the total consideration
for the shares of Class A Common Stock transferred pursuant hereto.

(d) The sale obligations of the Class A Stockholders under this Section 5.5 shall be subject
to the following conditions:

(i) upon the consummation of such sale, all of the Class A Stockholders participating
therein will receive the same form and amount of consideration per share, or if any Class A
Stockholders are given an option as to the form and amount of consideration to be received,
all Class A Stockholders participating therein will be given the same option;

(ii) no Class A Stockholder shall be obligated to pay any expenses incurred in
connection with a consummated sale; and

(iii) no Class A Stockholder shall be required to provide any representations,
indemnities or other agreements in connection with such sale.

(e) In connection with any Section 5.5 Sale in which the Class A Stockholders elect to
participate, the Board of Directors shall engage an investment banking firm of nationally
recognized standing to evaluate whether, as a result of transactions, relationships, and
understandings between Nextel and the Section 5.5 Purchaser, the Section 5.5 Sale Price is not less
than the fair market value of the shares of Class A Common Stock to be sold to the Section 5.5
Purchaser. If such investment banking firm is unable to render an opinion to such effect, the
Board of Directors shall submit the Section 5.5 Sale price to arbitration in accordance with
Section 12.7 of the Joint Venture Agreement, and the Section 5.5 Sale Price as determined in such
arbitration shall be binding on NWIP and the Class A Stockholders. If the arbitrators determine
that the Section 5.5 Sale Price is greater than or equal to the fair market value of the shares of
Class A Common Stock, the Class A Stockholders shall pay the fees and expenses of the arbitrators,
otherwise NWIP shall pay such fees and expenses.

(f) The Class B Stockholders shall not be permitted to transfer their shares to the Section
5.5 Purchaser unless NWIP shall have assigned (or caused the assignment) for $1.00 to the
Corporation not later than the closing day of the Section 5.5 Sale any FCC licenses acquired by
NWIP (or its Subsidiaries) pursuant to Section 4.16 of the Joint Venture Agreement.

5.6. Generally Applicable Provisions. Each of the NWIP Call Right and the Put Right,
whether effected as an Article V Purchase or an Article V Redemption, shall be governed by the
following provisions:

(a) Transfer of Title. Transfer of title to NWIP of all of the issued and outstanding
shares of Class A Common Stock shall occur automatically on the Article V Closing Date, subject to
the payment by or for the account of NWIP to the Payment Agent, on or before such date, of the
amount owing to the Record Holders, and thereafter NWIP shall be the sole holder of all issued and
outstanding shares of Class A Common Stock, notwithstanding the failure of any Class A Stockholders
to tender the certificates representing such shares to the Payment Agent for payment therefor in
accordance with Section 5.3(b) or Section 5.4(b). The Corporation shall instruct its transfer
agent not to accept any shares of Class A Common Stock for transfer on and after the Article V
Closing Date, except for the shares of Class A Common Stock transferred to NWIP. The Corporation
shall take all actions reasonably requested by NWIP to assist in effectuating the transfer of
shares of Class A Common Stock in accordance with this Section 5.6(a). After the Article V Closing
Date, the Record Holders shall have no rights in connection with such Class A Common Stock other
than the right to receive the Option Price therefor. The Corporation shall cause its books and
records to show that such shares are bound by the provisions of this Section 5.6(a) and that such
shares shall be transferred to NWIP immediately upon deposit by NWIP with the Payment Agent of the
amount owing to the Record Holders.

(b) Legend. Any certificates evidencing shares of Class A Common Stock issued by the
Corporation shall bear a legend in substantially the following form:

THE CLASS A COMMON STOCK EVIDENCED HEREBY IS SUBJECT TO PROVISIONS OF THE CORPORATIONS
RESTATED CERTIFICATE OF INCORPORATION THAT ALLOW AN ENTITY TO PURCHASE OR CAUSE THE CORPORATION TO
REDEEM ALL OF THE OUTSTANDING CLASS A COMMON STOCK OR ALLOW A MAJORITY OF THE CLASS A COMMON
STOCKHOLDERS TO CAUSE SUCH ENTITY TO PURCHASE OR CAUSE THE CORPORATION TO REDEEM ALL OF THE
OUTSTANDING CLASS A COMMON STOCK, IN EACH SUCH INSTANCE AT A PURCHASE PRICE DETERMINED IN
ACCORDANCE WITH THE PROVISIONS OF THE RESTATED CERTIFICATE OF INCORPORATION. COPIES OF THE
RESTATED CERTIFICATE OF INCORPORATION ARE AVAILABLE AT THE PRINCIPAL OFFICE OF THE CORPORATION AND
WILL BE FURNISHED WITHOUT COST TO STOCKHOLDERS ON REQUEST.

Upon the termination or expiration (other than by exercise) of the NWIP Call Right and the Put
Right, the Corporation shall, at the request of any holder of shares of Class A Common Stock
bearing the legend set forth above, remove such legend from such shares.

(c) No Conflicting Action. The Corporation shall not take, or permit any Person
within its control to take, any action inconsistent with the rights of NWIP and the obligations of
the Corporation under this Article V. The Corporation shall not enter into any agreement,
arrangement or understanding, either oral or written, that is inconsistent with the rights of NWIP
under this Article V.

(d) Amendment. This Article V may not be amended or repealed without the affirmative
vote or, notwithstanding any contrary provisions of the Bylaws of the Corporation, written consent
of NWIP and holders of at least a majority of the shares of Class A Common Stock then outstanding,
voting or consenting, as the case may be, separately as one class, given in person or by proxy,
either in writing or by resolution adopted at an annual or special meeting.

(e) Termination. The NWIP Call Right shall terminate on the earliest to occur of:
(i) the Article V Closing Date; (ii) if the NWIP Call Right is not exercised, 11:59 p.m., New York
time, on the last day on which the NWIP Call Right may be exercised hereunder; and (iii) the
failure by NWIP to deposit Nextel Shares or cash with the Payment Agent as required by this Article
V. The Corporation shall promptly notify each Record Holder in writing upon the occurrence of the
events described in Section 5.6(e)(iii).

(f) Delay Due to FCC Approval. The closing for the purchase of the shares of Class A
Common Stock pursuant to this Article V (the Article V Closing) shall occur as promptly as
practicable (but in no event later than 30 days) after receipt by the Class A Stockholders of the
NWIP Call Notice or exercise by the Class A Stockholders of the Put Right, provided that if the
purchase of any Class A Stockholders shares is subject to prior regulatory approval or requires
the determination of Fair Market Value in accordance with Section 5.7, the Corporation and such
shareholder will use their reasonable best efforts to obtain the necessary regulatory approvals and
the 30-day period shall be extended until the later of (i) the expiration of five Business Days
after all such regulatory approvals shall have been received and (ii) the determination of Fair
Market Value. At the Article V Closing, each Class A Stockholder shall deliver to the Corporation
or NWIP, as the case may be, certificates representing such Class A Stockholders shares, duly
endorsed, together with all other documents required to be executed in connection with the sale of
such shares (it being understood that in no event shall a Class A Stockholder be obligated to make
any representations and warranties, or to

provide any indemnities, with respect to any matters other than title to the shares held by
such Person, such title being free and clear of all liens and encumbrances, and such Persons
authority, authorization and right to enter into and consummate the sale without contravention of
any law or agreement, and without the need for any third party (not including any governmental or
regulatory) consent or approval). At the Article V Closing or as otherwise permitted by Section
5.2, NWIP shall deliver to each Class A Stockholder such Class A Stockholders portion of the
Option Price, allocated pursuant to Section 5.7(g), to the address such Class A Stockholder shall
have specified in writing. If any Class A Stockholder should fail to deliver such certificates to
NWIP and NWIP has deposited such Class A Stockholders proportionate share of the Option Price for
such certificates with the Payment Agent, such shares shall no longer be deemed to be outstanding
and all rights of such shareholder with respect to such shares will terminate except the right to
receive the Option Price. The Corporation shall cause the books and records of the Corporation to
show that such Shares are bound by the provisions of this Section 5.6(f) and that such Shares shall
be transferred to the Corporation or NWIP, as the case may be, immediately upon surrender for
transfer by the holder thereof.

(g) The Option Price payable pursuant to this Article V shall be allocated to each Class A
Stockholder based on such shareholders Percentage Ownership.

(h) Warrants; Options; Restricted Stock.

(i) Vested in-the-money options and warrants will be exercised for cash prior to the Article V
Closing or will be exchanged at such closing for an amount equal to the Option Price (on a per
share basis) minus the exercise price of such option or warrant multiplied by the number of shares
subject to such options or which can be purchased pursuant to such warrants.

(ii) Vested in-the-money options and warrants, together with any shares of Common Stock or
options then beneficially owned by the Management Stockholders that vest upon the consummation of
the NWIP Call Right or Put Right in accordance with the Restricted Stock Purchase Agreements or the
1999 Stock Option Plan, as the case may be, will be included both in the determination of
Percentage Ownership of the Corporation and in the allocation of the NWIP Call Price among the
Class A Stockholders (it being understood that NWIPs acquisition of all the outstanding shares of
Class A Common Stock pursuant to this Article V shall constitute a Change in Control of the
Company for purposes of the Restricted Stock Purchase Agreements and the 1999 Stock Option Plan).

(iii) Any warrants, options or other securities (other than the Class B Common Stock)
exercisable or exchangeable for, or convertible into, shares of Class A Common Stock that are not
exercised, exchanged or converted by the holders thereof at or prior to the Article V Closing or
otherwise in accordance with Section 5.1(b)(iv) shall be canceled effective upon such closing, and
the Corporations books and records shall reflect such cancellation.

5.7. Fair Market Value Calculation. For purposes of this Article V, Fair Market Value
will be determined as follows:

(a) Fair Market Value of the Corporation means the price that would be paid for all
of the Corporation Capital Stock (excluding the Series B Preferred Stock and any mandatorily
redeemable pay-in-kind non-convertible securities) by a willing buyer to a willing seller, in an
arms-length transaction, as if the Corporation were a publicly traded and non-controlled
corporation and the buyer was acquiring all of such Corporation Capital Stock of the Corporation,
and assuming that the Corporation was being sold in a manner designed to attract all possible
participants to the sales process

(including Nextel and its Competitors, subject to the provisions below) and to maximize
stockholder value (including, if necessary, through a public or private market sale or other
disposition (including tax-free spin-offs, if possible) of businesses prohibited by legal
restrictions to be owned by a particular buyer or class of buyer), with both buyer and seller in
possession of all material facts concerning the Corporation and its business. In all cases, Fair
Market Value for the Corporation will include a control premium and there will be no minority or
illiquidity discount. Fair Market Value of the Corporation shall be determined on the assumption
that in a competitive acquisition market with Nextel and prospective buyers other than Nextel, the
Corporation would be at least as valuable to other prospective buyers as to Nextel. Fair Market
Value shall be determined on the assumption that the Corporation is at least as valuable as if it
were a part (although separable) of Nextel, with the valuation of the Corporation for purposes of
this sentence being derived from a valuation of Nextel consistent with the first sentence of this
paragraph but without taking into account a control premium for Nextel (it being understood that a
control premium, however, will be applied to the Corporation). Fair Market Value of the
Corporation will not include any premium solely due to the fact that a competitor of Nextel might
be willing to pay a premium for the Corporation in order to hamper or impede Nextels growth or
strategy. If the Corporations stock is publicly traded, Fair Market Value will take into
consideration (i) the trading activity and history of the Corporations stock and (ii) the
Corporations most recent unaffected public market stock price. In making the determination of
Fair Market Value of the Corporation, the Corporation will be given the benefit of the fact that it
uses the Nextel brand name, business and technology pursuant to the Joint Venture Agreement, but
there will be no discount or premium included in any valuation of the Corporation relative to its
business as conducted or reasonably expected to be conducted due to the facts that (v) the
Corporation will not own but Nextel will directly or indirectly lease or otherwise make available
to the Corporation certain of its rights, assets and services pursuant to the Joint Venture
Agreement and the other Collateral Agreements, or pursuant to any other agreements or arrangements
entered into from time to time between Nextel and/or its Subsidiaries, on the one hand, and the
Corporation and/or its Subsidiaries, on the other hand, (w) in certain circumstances Nextel will
have the right to acquire the Corporations FCC licenses, and in such a case, the Corporation will
not own, but Nextel and/or its Subsidiaries will directly or indirectly make available to the
Corporation, the right to manage the use of the frequencies subject to such licenses, (x) Nextel
directly or indirectly has, and may exercise, certain aspects of control over the Corporations
business and the Corporation, (y) Nextel directly or indirectly provides certain services and other
benefits to the Corporation on a cost or subsidized basis and (z) there may be few potential buyers
for the Corporation due to any real or perceived control of the Corporation exercised by Nextel or
due to the fact that only Nextel has an identical technology platform.

(b) Within 20 days after notice is given of the exercise of a Put Right or an NWIP Call Right,
the Board of Directors (by majority vote with the NWIP Designee abstaining) will select and
identify to NWIP a nationally recognized investment banker or appraiser (the First Appraiser) and
NWIP will select and identify to the stockholders a nationally recognized investment banker or
appraiser (the Second Appraiser). The date when both appraisers have been identified, is the
Start Date. NWIP, the Corporation and the other stockholders will (and NWIP will cause Nextel
to) cooperate with any appraisers appointed under this Section and share with each such appraiser
all information relevant to a valuation of the Corporation. Within 30 days of the Start Date, the
First Appraiser and the Second Appraiser will each determine its preliminary view of the Fair
Market Value of the Corporation in accordance with the criteria set forth in Section 5.7(a), and
will consult with each other with respect to their respective preliminary values. On or prior to
the 45th day after the Start Date, the First Appraiser and the Second Appraiser will each render to
the stockholders its written report on the Fair Market Value of the Corporation.

(c) If the higher Fair Market Value determined under Section 5.7(b) (the High Value) is not
more than 110% of the lower Fair Market Value determined under Section 5.7(b) (the Low Value),
then the Fair Market Value will be the average of the High Value and the Low Value. If the High
Value is more than 110% of the Low Value, then, not more than 60 days after the Start Date, the
First Appraiser and the Second Appraiser will together designate another nationally recognized
investment banker or appraiser (the Third Appraiser), who will not be informed of the values
determined by the First and Second Appraisers. The Third Appraiser will make a determination of
the Fair Market Value of the Corporation in accordance with the criteria set forth in Section
5.7(a) and deliver its written report to the stockholders (the Third Value) not more than 30 days
after the Third Appraiser is designated. If the Third Value is within the middle one third of the
range of values between the High Value and the Low Value (the Mid-Range), Fair Market Value will
be the Third Value. If the Third Value does not fall within the Mid-Range, the Fair Market Value
will be the average of (x) the Third Value and (y) either (i) the High Value or (ii) the Low Value,
whichever is closest to the Third Value, provided that the Fair Market Value shall not be less than
the Low Value nor greater than the High Value.

(d) The determination of Fair Market Value under Section 5.7(c) will be final and binding on
all Class A Stockholders unless a challenge (a Notice of Challenge) by any Class A Stockholder is
filed with NWIP pursuant to this Section 5.7(d) within 20 days of the receipt by the Class A
Stockholders of the final determination under Section 5.7(c). As soon as practicable after the end
of the 20-day period for giving a Notice of Challenge, NWIP will notify the Corporation and all
challengers of the names and addresses of all challengers. Not more than 10 days after receiving
such notice, the challengers will, in a writing executed by all of them, notify the Corporation and
NWIP of the challenger that has been selected as their representative and who has been given
irrevocable authority to represent the challengers for all proceedings under this Section 5.8(d)
(the Challengers Representative). If the Corporation and NWIP do not receive the executed
writing from the challengers in the 10-day period, the Corporation will select a challenger by lot
to act as the Challengers Representative, and will notify NWIP and all the challengers of the
party selected. If the Challengers Representative is selected by lot, each challenger will have 5
days to notify the Corporation and NWIP that it elects to irrevocably abandon the challenge, and to
accept its share of the Fair Market Value as determined under Section 5.8(c). Any challenger that
does not abandon the challenge as described in the preceding sentence, will be deemed to have
irrevocably designated the Challengers Representative selected by lot as its agent for purposes of
proceedings under this Section 5.8(d). No challenger can participate in the challenge proceeding
except through the Challengers Representative. Any Class A Stockholder that does not give notice
and join the challengers will be paid its appropriate share of Fair Market Value (as determined
under Section 5.8(c)), but will be forever barred from asserting any objection to Fair Market Value
as so determined. The procedures provided for in this Section 5.7(d), including the Challenge
Floor Price and Challenge Ceiling Price, each as hereinafter defined, shall not be considered by
any appraiser in determining Fair Market Value.

(e) The determination of Fair Market Value under Section 5.7(c) will be final and binding on
NWIP unless NWIP believes that the Fair Market Value determined under Section 5.7(c) does not
reflect the true Fair Market Value or was improperly determined and gives notice to each Class A
Stockholder and to the Corporation within 20 days of receiving the final determination under
Section 5.7(c) that it is initiating a proceeding under this Section 5.7(e). Not more than 10 days
after receiving a notice under the preceding sentence, the Class A Stockholders will designate, by
majority vote, a representative and notify NWIP and the Corporation in writing of the identity of
such representative (or, if such designation by majority vote does not occur for any reason, then
the Corporation will select a representative by lot and shall notify NWIP and the other Class A

Stockholders in writing of such selection), who will be irrevocably authorized to be the
Challengers Representative to act as the agent of all Class A Stockholders in the defense of the
challenge by NWIP. No Class A Stockholder will have the right to participate in the defense except
through the Challengers Representative.

(f) The party or parties bringing the challenge will be required to demonstrate to a tribunal
composed of three persons with expertise in valuing companies similar to the Corporation, one
selected by each of NWIP and the Board of Directors and the third member of the tribunal selected
by the first two members, that the Fair Market Value determined under Section 5.7(c) (or the
underlying values determined by the Appraisers on which it was based) was grossly incorrect or
fraudulently obtained; and what the correct Fair Market Value should be. The tribunal determining
the challenge is to determine Fair Market Value and no party will seek to have that determination
referred to an investment banker or appraiser (although they may testify or offer evidence to the
tribunal).

(g) If there is a challenge by NWIP pursuant to Section 5.7(e), regardless of the outcome of
the proceeding, the amount to be paid to the Class A Stockholders may be higher than their
proportionate share of the amount that they would have received if the Fair Market Value were equal
to the Challenge Ceiling Price but will not be less than their proportionate share of the amount
that they would have received if the Fair Market Value were equal to the Challenge Floor Price. If
there is a challenge by the Board of Directors pursuant to Section 5.7(d), regardless of the
outcome of the proceeding, the amount to be paid to the Class A Stockholders may be less than their
proportionate share of the amount that they would have received if the Fair Market Value were equal
to the Challenge Floor Price but will not be more than their proportionate share of the amount that
they would have received if the Fair Market Value were equal to the Challenge Ceiling Price.

(h) The following terms have the following meanings:

Challenge Ceiling Price means an amount equal to the sum of those amounts that for
each tranche of capital actually invested in the Corporation (whether contributed in cash or in
kind and, if in kind, valued as set forth in Section 5.7(i)), would return to investors in each
tranche (regardless of whether there are any investors from that tranche who continue as equity
holders, and without regard to any purchase or sale transactions or the price of such transfers
among equity holders) an amount that would represent a 30% internal rate of return on the amount of
capital invested in connection with such tranche, compounded annually from the date that such
capital relating to such tranche was contributed to the date of the determination.

Challenge Floor Price means an amount equal to the sum of those amounts that for
each tranche of capital actually invested in the Corporation (whether contributed in cash or in
kind and, if in kind, valued as set forth in the Section 5.7(i)), would return to investors in each
tranche (regardless whether there are any investors from that tranche who continue as equity
holders, and without regard to any purchase or sale transactions or the price of such transfers
among equity holders) an amount that would represent a 10% internal rate of return on the amount of
capital invested in connection with such tranche, compounded annually from the date that such
capital relating to such tranche was contributed to the date of the determination.

Investment Formula Price means in respect of each tranche of capital actually
invested in the Corporation (whether contributed in cash or in kind, but excluding the Series B
Preferred Stock), an amount that would represent a 20% internal rate of return on the amount of
capital invested in connection with such tranche (regardless of whether there are any investors
from such tranche who continue as equity holders, and without regard to any purchase or sale
transactions or the

price of such transfers among equity holders), compounded annually from the date that such
capital relating to such tranche was contributed to the date of the purchase.

(i) For purposes of calculating the Investment Formula Price, Challenge Ceiling Price and
Challenge Floor Price, except for frequencies which will be valued as provided in Exhibit 4.1 to
the Joint Venture Agreement, the Board of Directors shall place a cash equivalent value on each
non-cash capital investment made in the Corporation at the time such investment is made, and such
cash equivalent value shall be used in all calculations of Investment Formula Price, Challenge
Ceiling Price, and Challenge Floor Price.

(i) any person or group (as such terms are used in Sections 13(d) and 14(d) of the Exchange
Act and the rules and regulations thereunder) other than a Permitted Holder as hereinafter defined
(A) is or becomes the Beneficial Owner of more than 50% of the total Voting Stock of Nextel
(Nextel Voting Stock) or Total Common Equity of Nextel, or (B) otherwise has the power to
direct the management and policies of Nextel, directly or through one or more intermediaries,
whether through the ownership of voting securities, by contract or otherwise (without limiting the
generality of this clause (B), any person or group that succeeds to the rights currently held by
Craig O. McCaw and his Affiliates in respect of Nextel, or otherwise has powers and rights
comparable thereto, shall be deemed for purposes of this definition to have the power to direct the
management and policies of Nextel), except that no change of control will be deemed to have
occurred under this clause (B) as a result of customary rights granted (x) in any indenture, credit
agreement or other agreement for borrowed money unless and until there has been a default under the
terms of that agreement and the trustee or lender exercises the rights granted therein or (y) to
holders of non-convertible, mandatorily redeemable, preferred stock unless and until action occurs
that would otherwise cause a Nextel Sale as herein defined, provided that such rights were
granted pursuant to a transaction in the financial markets and not as part of a strategic alliance
or similar transaction;

(ii) Nextel sells, assigns, conveys, transfers, leases or otherwise disposes of all or
substantially all of its assets to any Person (other than a Permitted Holder);

(iii) Nextel, directly or indirectly, consolidates with, or merges with or into, another
Person (other than a Permitted Holder), or any Person (other than a Permitted Holder), directly or
indirectly, consolidates with, or merges with or into, Nextel, and pursuant to such transaction (or
series of transactions) either: (A) the outstanding Nextel Voting Stock is converted into or
exchanged for cash, securities or other property, but excluding a transaction (or series of
transactions) where (i) the outstanding Nextel Voting Stock is converted into or exchanged for
Voting Stock of the surviving or transferee Person and (ii) the holders of Nextel Voting Stock
immediately preceding such transaction receive more than 50% of the total Voting Stock and Total
Common Equity of the surviving or transferee Person (in substantially the same proportion as such
holders had prior to such transaction), or (B) new shares of Nextel Voting Stock are issued so that
immediately following such transaction the holders of Nextel Voting Stock immediately preceding
such transaction own less than 50% of the Voting Stock and Total Common Equity of the surviving
Person; or

(iv) during any period of two consecutive years, individuals who at the beginning of such
period constituted the board of directors of Nextel (together with any directors who are members of
the board of directors of Nextel on the closing date, and any new directors whose election by such
board of directors or whose nomination for election by the stockholders of Nextel was approved by a
vote of 66-2/3% of the directors then still in office who were either directors at the beginning of
such period or

whose election or nomination for election was previously so approved) cease for any reason to
constitute a majority of the board of directors of Nextel then in office;

provided that it is expressly understood and agreed that (A) the transfer of Nextel Voting
Stock and or Capital Stock in Nextel by a Permitted Holder to an Affiliate of Craig O. McCaw or the
estate of Craig O. McCaw, or any successive transfer by such or another Affiliate to another
Affiliate of Craig O. McCaw or the estate of Craig O. McCaw shall not by itself be a Nextel Sale
(provided that, for this purpose, any such Affiliate shall not be controlled by any Person
or group other than Craig O. McCaw or the estate of Craig O. McCaw) and (B) the direct or indirect
sale or other disposition of all or any portion of the Nextel Voting Stock and/or the Capital Stock
in Nextel held now or in the future by any Permitted Holder to any Person other than another
Permitted Holder shall not by itself be a Nextel Sale, unless such sale or disposition, alone or in
conjunction with other transactions, results in the occurrence of an event of the type described in
any of clauses (i), (ii), (iii) or (iv) above.

Permitted Holders means, collectively, Craig O. McCaw and any Person or Persons (i) that
is controlled directly or indirectly by Craig O. McCaw or the estate of Craig O. McCaw and (ii) a
majority of the equity interests of which are owned, directly or indirectly, by Craig O. McCaw and
his family, his brothers and their families, officers and employees of such entities, ex-spouses of
such persons and estates of, or trusts for the primary benefit of, the foregoing persons
(collectively, the McCaw Group), provided that Permitted Holders also
includes a group of entities that is each controlled by Craig O. McCaw or the estate of Craig O.
McCaw and through which the McCaw Group collectively own, directly or indirectly, a majority of the
equity interests of Nextel (it being understood that if the McCaw Group collectively owns 50% of a
Person that owns 20% of Nextels equity interests, the McCaw Group will be deemed to indirectly own
10% of Nextels equity interest through such entity).

We consent to the use of our reports dated March 16, 2005, with respect to the consolidated balance
sheets of Nextel Partners, Inc. and subsidiaries as of December 31, 2004 and 2003, and the related
consolidated statements of operations, changes in stockholders equity and comprehensive income,
and cash flows for each of the years in the three-year period ended December 31, 2004, managements
assessment of the effectiveness of internal control over financial reporting as of December 31,
2004 and the effectiveness of internal control over financial
reporting as of December 31, 2004,
incorporated herein by reference and to the reference to our firm under the heading Experts in
the proxy.

As discussed in Note 2 of the consolidated financial statements, the Company has restated its
consolidated financial statements for the years ended December 31, 2003 and 2002.